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<strong>Report</strong> & Accounts<br />

for the year ended 31 January 2004


Contents<br />

1<br />

Directors’ <strong>Report</strong><br />

Financial Summary 2<br />

History, Investment Policy and Risks 3<br />

Chairman’s Statement 4<br />

Financial Results 6<br />

Investment 8<br />

Investment Background 10<br />

How the Assets are Managed 12<br />

Portfolio Review 14<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings 26<br />

Corporate Governance <strong>Report</strong> 28<br />

Directors’ Remuneration <strong>Report</strong> 36<br />

<strong>Report</strong> of the Auditor 40<br />

Financial Statements 41<br />

Information for Stockholders 52


2<br />

Directors’ <strong>Report</strong><br />

Financial Summary<br />

History, Investment Policy<br />

and Risks<br />

Chairman’s Statement<br />

The directors present their report and the audited<br />

accounts of The <strong>Alliance</strong> <strong>Trust</strong> PLC (“<strong>Alliance</strong> <strong>Trust</strong>” or<br />

the “Company”) and its subsidiary undertakings<br />

(together the “Group”) for the year ended 31 January<br />

2004.<br />

For clarity of reading, the report is divided into<br />

sections with the main topics covered in each section<br />

listed at the start.<br />

We begin with a summary of our financial results,<br />

followed by a statement of our objective, investment<br />

policy and risks.<br />

The Chairman’s Statement, which gives the outlook<br />

for the Group, follows on page 4.<br />

Financial Summary<br />

(Company)<br />

One Year Analysis<br />

31 January 31 January<br />

2004 2003<br />

Pence per Pence per<br />

ordinary ordinary<br />

stock unit stock unit<br />

Change<br />

Dividend for the year 70.5 69.5 1.4%<br />

Net asset value 2921.5 2385.0 22.5%<br />

Stock price † 2605.0 2127.5 22.4%<br />

Return Earnings 75.4 71.6<br />

Capital 531.5 (930.8)<br />

Total 606.9 (859.2)<br />

31 January 31 January<br />

2004 2003<br />

Discount § 10.8% 10.8%<br />

Total expense ratio ✛ 0.29% 0.31% ✠<br />

One and Ten Year Analysis<br />

Returns<br />

Stock price total return † * 26.6% 70.9% 5.5%<br />

Growth<br />

1 year 10 years 10 years<br />

absolute absolute compound<br />

Earnings 5.3% 59.5% 4.8%<br />

Dividend 1.4% 50.0% 4.1%<br />

Net asset value 22.5% 37.0% 3.2%<br />

† Source: Thomson Financial Datastream.<br />

§ Discount at which the stock price stands relative to the net assets of<br />

the Company.<br />

✛<br />

Expenses ÷ year end net asset value.<br />

✠ The total expense ratio last year before the additional pension<br />

contribution was 0.28%.<br />

* The total return on the stock price shows the theoretical growth in<br />

value over one and ten years, assuming that gross dividends are fully<br />

reinvested, and ignoring re-investment charges.


3<br />

History, Investment Policy and Risks<br />

History<br />

The <strong>Alliance</strong> <strong>Trust</strong> PLC can trace its origins back to the 1870s<br />

when various land mortgage companies, including the Oregon<br />

and Washington <strong>Trust</strong> Investment Company, were established<br />

in Dundee. In 1888, these companies came together as the<br />

<strong>Alliance</strong> <strong>Trust</strong>.<br />

• From its start as a leading mortgage provider and land<br />

developer in the United States, the Company began also<br />

to invest in fixed interest securities.<br />

• By the mid 20th century the Company had divested itself<br />

of its land mortgage business, retaining some land and<br />

mineral rights in various areas of the United States. By<br />

this time the Company was invested largely in equities,<br />

both quoted and unquoted, with some debt securities.<br />

• The Company continues to be predominantly an<br />

international equity investor, whilst retaining the power<br />

to invest in other asset classes in order to meet its<br />

objective.<br />

• The Company is an investment company with investment<br />

trust status. It employs its own staff to manage its<br />

portfolio of assets. It continues to develop and engages<br />

in a broader range of activities than most investment<br />

trust companies.<br />

Investment Policy<br />

To achieve the Company’s objective, we seek long term growth<br />

in both capital and income by;<br />

• Investing in both quoted and unquoted equities across<br />

the globe. We are not wedded to any index nor to any<br />

rigid geographical, sector, or industry, asset allocation.<br />

• Investing internationally in preference shares, and in debt<br />

securities including government and corporate bonds.<br />

• Investing in other assets, including property, and other<br />

investment vehicles.<br />

• Retaining the ability to borrow, as we have done from<br />

time to time, and thereby to gear our portfolio.<br />

• Investing in subsidiary and associated businesses which<br />

allow us to expand into other related activities with the<br />

objective of enhancing stockholder value. <strong>Alliance</strong> <strong>Trust</strong><br />

Savings is an example of this policy.<br />

Risks<br />

Investment in any asset has associated risk. The Company<br />

limits this through a wide spread of investments. Presently,<br />

minimal gearing prevents the magnification of the impact of<br />

market volatility on our assets. We retain the ability to use<br />

derivative instruments which we recognise may increase risk.<br />

Objective<br />

To be the core investment for those seeking<br />

a long term store of increasing value.


4<br />

Chairman’s Statement<br />

Although we have seen the recovery of<br />

equities over the year, after the<br />

tribulations of a three year bear market,<br />

complacency must be avoided and focus<br />

maintained on our long term objective.<br />

For the first time in three years, I am able to report a year end<br />

increase in net assets, together with earnings at a record level<br />

of 75.4 pence per ordinary stock unit. We are recommending a<br />

final dividend of 35.5 pence, making a total dividend for the<br />

year of 70.5 pence, an increase of 1 pence over that paid last<br />

year and marking 37 years of consecutive increases. Although<br />

we have seen the recovery of equities over the year, after the<br />

tribulations of a three year bear market, complacency must be<br />

avoided and focus maintained on our long term objective.<br />

We have moved through a year of sharp contrast. In the first<br />

half, when confidence regarding the economy remained low,<br />

further concerns over terrorism and the prospect of war in Iraq<br />

raised risk aversion to such a level that there were doubts in<br />

some quarters over the validity of equities as an asset class. In<br />

the second half of our year, the conclusion of the Iraq war and<br />

the emergence of encouraging economic news removed much of<br />

the uncertainty, investor confidence increased and equities<br />

came back into favour, supported by the wide implementation<br />

of monetary and fiscal measures across the world.<br />

As fears of deflation gave way to progressively stronger<br />

evidence of economic recovery, the best stock performance for<br />

much of the year generally came from the stocks of companies<br />

which had been most threatened by the long downturn. Latterly<br />

however, the merits of companies with sound finances and<br />

sustainable prospects were returning to investors’ favour, at the<br />

expense of companies more compromised in financial and<br />

operating terms. During the year under review, we moved<br />

towards full investment of all our cash balances, maintaining<br />

our focus on quality. It is encouraging that companies have<br />

come to recognise more widely that the ability and willingness<br />

to pay a growing dividend is an important component of return<br />

to stockholders. Acceptance of this fundamental tenet is<br />

particularly evident in the US, where increases have improved<br />

from a low base, but also nearer home where the risk of<br />

companies cutting dividends appears to have declined.<br />

The global economic recovery has been led by the US. This has<br />

already had a positive impact on many other regions of the<br />

world through increased export activity. In the US itself, the<br />

pick up in economic activity has boosted profits and raised<br />

business confidence sufficiently to produce an increase in<br />

investment spending. There are also some encouraging signs of<br />

potential employment growth which, along with the return of<br />

pricing power, will be a critical factor in determining the<br />

sustainability of this recovery.<br />

In Asia, particularly China, increased export activity and<br />

infrastructure investment has already boosted employment and<br />

income levels. All this has helped to stimulate consumer<br />

spending in this region. There are fewer signs of improvement<br />

in domestic activity in Europe and Japan. Any further<br />

weakening of the US Dollar, and appreciation of both the Euro<br />

and Yen, could hit export sectors in these regions. This would<br />

increase the pressure on policy makers to adopt more<br />

stimulative measures and thereby maintain the momentum of<br />

the global economy through the rest of this year and into 2005.


5<br />

We remain convinced that managing our own affairs helps us to<br />

add value. The executive directors and staff, including the<br />

investment managers, are employees and our retail operation,<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) is conducted in house by its own<br />

staff. The chain of command is short, sharp and effective.<br />

The quality of customer service through ATS has been recognised<br />

this year in reader-nominated awards from Investors Chronicle<br />

and What Investment; and from the Guardian/Money Observer,<br />

in whose Consumer Finance awards we scored best overall on all<br />

criteria of friendliness, quality, flexibility, competitiveness,<br />

efficiency and performance in the category of stocks and shares<br />

ISA/investment provider. ATS’s own research shows that the<br />

majority of new customers take out a savings plan with ATS<br />

after personal recommendation from a relative or friend.<br />

For ATS, the year was also one of contrast. There was pessimism<br />

in the first six months, when activity was subdued, but this was<br />

replaced by cautious optimism as investors began to look<br />

forward to recovery in the markets and once again evidenced<br />

increased confidence through their contributions to savings<br />

plans. Net inflows recovered strongly in the second half, with<br />

the value of customer assets invested through the ATS plans<br />

finishing at £1,193m, an all time high. Nearly 17% of the<br />

Company’s ordinary stock is now held through savings plans<br />

provided through ATS.<br />

The challenge we face in the retail market is to sustain and<br />

grow what has been achieved in ATS. This has to be achieved in<br />

the face of increased competition, consolidation in the market,<br />

and the costs of responding to legislative and regulatory<br />

change stemming from Brussels as well as Westminster.<br />

It is imperative that, as a society, we save. The shock waves<br />

being sent through the financial services industry in the UK,<br />

particularly in the insurance industry, affect us all. The<br />

transparency of the type of plans provided by ATS should be a<br />

model for the simplification of pensions. It is with some<br />

disappointment that, at the time of reporting, no final<br />

decisions have been made by the Government on the detail of<br />

what is proposed, save that the principle of a lifetime cap on<br />

pension saving, which we regard as iniquitous, appears to be<br />

set in stone. This continued uncertainty and dogmatism<br />

benefits no one in the industry, least of all the UK<br />

consumer, who is faced with ever increasing demands on<br />

income and no clear blueprint for how savings should be made,<br />

nor the UK employer who is now faced with the moral hazard of<br />

the proposed Pension Protection Fund.<br />

The investment trust, despite the harm done to the name by<br />

the split capital scandal, should still be a preferred option for<br />

saving. The industry is small compared to that of insurance and<br />

unit trusts and continuing to position the Group correctly to<br />

sustain value for stockholders will require careful attention.<br />

In this process it is vitally important, for the long term benefit<br />

of our stockholders, that we are able to attract and retain high<br />

quality staff. During 2003, we continued to strengthen<br />

capabilities in the key areas of investment and retail savings.<br />

Investment in training and competence is essential. Since staff<br />

retention levels are high, your Company reaps the benefits of<br />

these costs, not other organisations. We introduced the<br />

Chartered Financial Analyst programme for our investment<br />

analysts in 2001 and have consistently achieved a pass rate<br />

well in excess of the worldwide average. The ATS staff produce<br />

excellent results in the Securities Institute examinations.<br />

I should like to thank all staff for their efforts and for their<br />

continuing commitment to serving stockholders.<br />

It is against this background, and the challenges posed by this<br />

environment, that I introduce Alan Harden to you as our new<br />

Chief Executive, following Gavin Suggett’s retirement after more<br />

than 30 years service with the Company. Gavin was the<br />

architect of ATS and made an outstanding contribution to the<br />

continuing progress and development of the Group. We wish<br />

him a long and happy retirement.<br />

Alan has a huge amount of international experience, both in<br />

investment management and retail savings businesses and the<br />

board wholeheartedly recommends approval of his appointment<br />

as a director to the stockholders at the Annual General Meeting<br />

in April 2004. At the same meeting, I shall be retiring after<br />

nearly 13 years on the board. I have served for 8 years as<br />

Chairman and am proud to have been associated with the<br />

<strong>Alliance</strong> <strong>Trust</strong>. My sadness at departing is tempered by the fact<br />

that Lesley Knox is succeeding me as Chairman and by the<br />

knowledge that your Company is in good hands.<br />

Bruce W M Johnston


6<br />

Financial Results<br />

Earnings<br />

Dividend<br />

Capital<br />

Company Record<br />

We begin our review of the year by reporting on our<br />

financial results.<br />

Earnings<br />

The income we make on the Company’s assets, after deduction<br />

of tax and expenses, constitutes the earnings of the Company.<br />

In the year to 31 January 2004, our earnings rose to 75.40<br />

pence per ordinary stock unit. This increase, on earnings last<br />

year of 71.63 pence per ordinary stock unit, reflects dividend<br />

growth in the portfolio generally and investment of most of our<br />

cash balances, but also receipt of some significant one off<br />

dividends, for example from the Royal Bank of Scotland and<br />

Mitchells and Butlers. Such one off dividend receipts are not<br />

predictable and distort the underlying, sustainable, income flow.<br />

The strength of Sterling against overseas currencies, particularly<br />

the US Dollar, reduced underlying earnings for the year.<br />

Our total expense ratio is less than 0.3% of net assets or less<br />

than 0.2% after tax relief. There is, however, an increase in<br />

operating expenses compared to last year. The Company<br />

incurred significant non-recurring recruitment and restructuring<br />

costs in management succession planning and in making<br />

investment for continuing development.<br />

Dividend<br />

In the interim announcement in August 2003, we referred to the<br />

fact that we had been gradually reducing the disparity between<br />

the interim and final dividends and had decided to take this a<br />

step further by raising the interim dividend to a level closer to<br />

50% of the anticipated recommended final dividend. Accordingly,<br />

an interim dividend of 35 pence per ordinary stock unit was paid<br />

in October 2003. The directors are now recommending payment of<br />

a final dividend of 35.5 pence per ordinary stock unit. If approved<br />

by the stockholders at the Annual General Meeting, this will make<br />

a total dividend for the year to 31 January 2004 of 70.5 pence,<br />

an increase of 1 pence on the previous period. We anticipate<br />

being able to maintain a cautiously progressive dividend policy<br />

funded from recurring income, rather than special receipts.<br />

RPI and Dividend (pence per stock unit)<br />

RPI<br />

160<br />

140<br />

120<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

Dividend<br />

per stock<br />

unit<br />

70<br />

60<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />

Source: Internal


7<br />

Capital<br />

The year under review has, once again, been a volatile one with<br />

the seesaw movement of equity markets. By the year end,<br />

equity markets had recovered and our closing net asset value of<br />

£29.21 per ordinary stock unit showed a net increase of 22.5%.<br />

This was the first increase for three years.<br />

A comparison of our net asset value over the year against the<br />

UK FTSE All-Share index, which rose 27%, is less favourable. We<br />

have a substantial proportion of our assets overseas and<br />

currency moves have had a significant effect. In the US, where<br />

we have close to 21% of our assets, the depreciation of the US<br />

Dollar by nearly 11% against Sterling reduced stock market<br />

returns on a currency adjusted basis, from 32% to just 19%. The<br />

movement of Asian currencies, apart from the Japanese Yen,<br />

were kept close to the US Dollar, either by intervention or by<br />

increasingly fragile pegs. In Europe, returns were boosted by the<br />

4% appreciation of the Euro against Sterling, but our exposure<br />

accounts for just 10% of our portfolio, as we have been deterred<br />

by the lack of visible structural reform and high valuations.<br />

The greater influence, however, has been in terms of stock<br />

selection. While we were sufficiently confident to move to full<br />

investment we maintained our focus on companies better placed<br />

in terms of management, market position, cash flow and<br />

dividend paying capability. The companies which had been most<br />

exposed by the last downturn were those which performed best<br />

for much of the year. With hindsight, we were too cautious<br />

about two areas in particular: Japanese banks, where we had no<br />

exposure, and IT hardware, where our exposure was limited. This<br />

adversely affected our relative performance.<br />

5 Year Discount Record<br />

31 January 1999 to 31 January 2004<br />

4<br />

6<br />

8<br />

10<br />

12<br />

14<br />

16<br />

18<br />

20<br />

22<br />

24<br />

<strong>Alliance</strong> <strong>Trust</strong> Discount<br />

Source: Thomson Financial Datastream<br />

Movement in UK FTSE All-Share Index 27.0% 25.3%<br />

Attributable to asset allocation (1.9%) 14.9%<br />

Attributable to stock selection (2.6%) (3.2%)<br />

Movement in net asset value 22.5% 37.0%<br />

Peer Group Discount<br />

1999 2000 2001 2002 2003<br />

Capital Performance<br />

Attribution Analysis 1 year 10 years<br />

The above attribution analysis reconciles the Company's net asset value with<br />

the movement, over the stated time periods, of the UK FTSE All-Share Index<br />

showing the effect of our asset allocation and stock selection. The figures<br />

refer to capital performance only and make no allowance for income. The<br />

FTSE All-Share Index is not used as a benchmark by the Company.<br />

During the year the discount at which the stock price stands to<br />

the Company’s net asset value narrowed to as low as 5% and<br />

ended the year at 10.8%.<br />

Company<br />

Record<br />

The Company’s Capital and Income<br />

(shown in £millions)<br />

Total Assets<br />

less Current<br />

Liabilities<br />

Total Capital<br />

Appreciation<br />

(Depreciation)<br />

Total<br />

Income<br />

Attributable to Ordinary Stockholders<br />

(shown in pence per Ordinary Stock Unit)<br />

Earnings<br />

Capital<br />

Appreciation<br />

(Depreciation)<br />

Dividend<br />

Net Asset<br />

Value<br />

1994 1,079 178 29.7 47.28 353.56 47.0 2,133.1<br />

1995 955 (129) 32.7 53.79 (256.15) 50.0 1,885.5<br />

1996 1,228 272 34.4 56.30 539.42 53.0 2,428.2<br />

1997 1,359 130 34.9 58.61 257.08 55.5 2,688.4<br />

1998 1,565 203 38.8 64.89 402.50 59.0 3,096.8<br />

1999 1,730 164 40.1 65.95 324.47 62.5 3,424.7<br />

2000 1,888 156 41.0* 68.86 310.06 64.5 3,739.1<br />

2001 1,976 87 40.3 67.26 172.30 66.5 3,912.2<br />

2002 1,674 (305) 45.0 74.80 (604.73) 68.5 3,313.7<br />

2003 1,206 (469) 43.6 71.63 (930.82) 69.5 2,385.0<br />

2004 1,476 268 46.1 75.40 531.54 70.5 2,921.5<br />

* From 2000, income excludes the associated tax credit.


8<br />

Investment<br />

Investment Team<br />

Investment Approach<br />

Investment Decisions<br />

Investment is our primary activity, and is directed<br />

towards our objective of providing the core<br />

investment for those seeking a long term store of<br />

increasing value.<br />

Investment Team<br />

Our investment department is headed up by the Investment<br />

Director, Alan Young, along with Chief Investment Manager,<br />

Colin Beveridge and two Senior Investment Managers, Grant<br />

Lindsay and Neil Tong. The team includes an economist, three<br />

other investment managers, and a number of portfolio<br />

managers, together with the investment analysts who provide<br />

the research coverage across our portfolio.<br />

Investment Approach<br />

Our overall objective is to provide the core investment for<br />

those seeking a long term store of increasing value. To meet<br />

this objective, our investment approach focuses on the search<br />

for good value within high quality companies, which maintain<br />

sound management, strong market positions, good cash flow<br />

and the ability to pay a growing dividend. Our belief is that the<br />

risk attached to our portfolio is potentially lowered both by<br />

this approach and by the extent to which we can attain<br />

diversification across geographical regions and industrial sectors.<br />

Investment Decisions<br />

The diagram on the next page illustrates the process by which<br />

our investment decisions are made. Stock selection is central to<br />

our approach and is the predominant driver. Surrounding the<br />

stock selection discipline, we track economic and political<br />

developments in all countries in which we invest (28 at the<br />

year end). We also do this in those countries or regions where<br />

we are considering investment. In addition, we monitor closely<br />

any emerging or expected investment themes concerning<br />

individual industries, the corporate sector as a whole, or equity<br />

markets around the world.<br />

The environment in which we operate is highly fluid, in terms of<br />

existing and expected political factors, regulation, commercial<br />

law and technological change. Information relating to each of<br />

these aspects is fed into our asset allocation process providing<br />

a top down view of the relative attractiveness of different asset<br />

classes, and we cross reference this against information from<br />

brokers and other sources. This process and its content are<br />

monitored by our board of directors. We formally present our<br />

investment strategy to the board at least twice a year, but<br />

discuss progress and necessary changes to our strategy monthly.


9<br />

Within our equity portfolio, managers and analysts complete an<br />

extensive analysis of individual stocks which includes the use of<br />

our own dedicated worksheets that enable us to compare<br />

companies on a like-for-like basis. The worksheets are a tool in<br />

making an informed judgement as to whether individual stock<br />

or sector valuations are reasonable, and in forecasting profits<br />

out of which dividends are paid.<br />

Decision making involves looking at the activities of companies,<br />

in which we are considering investment, in their wider context<br />

and in addition to evaluating a company’s management includes<br />

reviewing its policies and behaviour on issues of social<br />

responsibility and environmental impact. These factors are<br />

considered in an appropriate and balanced manner when we<br />

make our initial investment decision and on a continuing basis.<br />

We may engage in dialogue with the companies on particular<br />

issues and, if not satisfied, may vote against the<br />

recommendation of the board of a company in which we hold an<br />

investment. Such factors also contribute to decisions to divest.<br />

Our managers and analysts travel widely to meet the management<br />

of companies in all regions of the world, and to attend<br />

conferences and seminars. This is essential in order to remain<br />

well informed of the latest company and industrial developments.<br />

Our investment approach is geared towards identifying core<br />

holdings with good long term growth potential. We seek<br />

companies which are strong enough to withstand difficulties<br />

brought about by an ever changing background of economic<br />

cycles, corporate trends and volatility in capital markets. These<br />

factors can influence significantly the level of risk attached to<br />

our portfolio over short time horizons, but have tended to<br />

prove less marked over long periods.<br />

An account of the present economic background follows on page<br />

10, followed by a discussion of the key issues facing the corporate<br />

sector and developments in the major equity markets. Our<br />

investment outlook is on page 11 followed, on pages 12 and 13,<br />

by details of how our assets are currently allocated and managed.<br />

Economics<br />

and<br />

Politics<br />

Asset Allocation<br />

Investment<br />

Themes<br />

Considerations<br />

Income<br />

Portfolio<br />

Stock<br />

Selection<br />

Managers<br />

Input from<br />

Market,<br />

Valuations<br />

Analysts<br />

Sector<br />

&<br />

Stock<br />

Operating Environment


10<br />

Investment Background<br />

Economies<br />

Companies<br />

Equity Markets<br />

Investment Outlook<br />

This section focuses on the main economic, corporate<br />

and equity market events which took place during our<br />

financial year and gives our investment outlook.<br />

Economies<br />

The first few months of our financial year were marred by the<br />

war in Iraq and the outbreak of SARS in Asia, both of which<br />

had a negative impact on confidence around the world, at the<br />

business, consumer and investor level. By the summer months,<br />

following the end of the war and the containment of SARS,<br />

business confidence was beginning to return, most notably in<br />

the US where both monetary and fiscal policy remained<br />

particularly supportive. This improvement in sentiment resulted<br />

in a rise in orders and production levels which boosted profits,<br />

eventually encouraging the increase in investment spending<br />

which had been so long awaited.<br />

The recovery of the US economy brought with it an expansion<br />

in its budget deficit and further deterioration in its trade<br />

account, raising questions over the long term financing of<br />

these deficits and putting significant downward pressure on the<br />

US Dollar, as illustrated in the graph below. During our financial<br />

year, the US Dollar fell 12% in trade weighted terms,<br />

characterised by an 11% fall against Sterling, a 12% decline<br />

against the Yen and a 14% drop against the Euro. This<br />

depreciation of the US Dollar has increased the competitiveness<br />

of US exporters and should help protect US employment, a key<br />

issue in the run up to the Presidential election in November.<br />

Asian economies eventually recovered from the negative impact<br />

of SARS on both business and tourist related travel. Export<br />

activity has also picked up significantly in recent months as the<br />

US economy recovered. This is most notable in China, which<br />

has the additional advantage of a currency fixed to the<br />

depreciating US Dollar. The question now being asked is<br />

whether this increased export activity will be sufficient to raise<br />

employment and income levels, stimulating domestic spending<br />

which is a necessary condition for this recovery to become<br />

US Dollar, Sterling, Yen and Euro - Trade Weighted<br />

31 January 2003 to 31 January 2004<br />

110<br />

Euro<br />

105<br />

100<br />

95<br />

Sterling<br />

Yen<br />

90<br />

Dollar<br />

85<br />

Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />

Source: Thomson Financial Datastream


11<br />

sustainable. Although there are some encouraging signs that<br />

this will occur in Asia, the picture is still far from clear in<br />

Europe where unemployment remains high, both fiscal and<br />

monetary policy are relatively tight, and the appreciation of the<br />

Euro is threatening future export growth. The forthcoming<br />

accession of Eastern European economies to the EU may help<br />

stimulate demand within the region.<br />

UK companies are also grappling with the impact of the falling<br />

US Dollar, but UK domestic demand has remained relatively<br />

robust, underpinned by the low level of unemployment and the<br />

wealth effects associated with the recovery in equities and<br />

ongoing strength in the housing market. Interest rates have<br />

been raised already in the UK, ahead of the upward moves<br />

expected around the world as the recovery progresses.<br />

Companies<br />

Conditions for many companies improved significantly during<br />

our financial year. Increased demand, led by the US, produced a<br />

recovery in profitability which helped to boost business<br />

confidence. However, firms remained cautious on the whole,<br />

achieving profits growth predominantly through cost cutting, using<br />

cash flow gains to strengthen balance sheets and taking advantage<br />

of cuts in interest rates to refinance debt at lower levels.<br />

The recovery in profits and sentiment led eventually to an<br />

increase in capital spending, particularly in technology related<br />

products. Although layoffs have decreased, firms have been<br />

reluctant, so far, to hire new workers, particularly in the<br />

western economies where labour costs are high. One of the<br />

main consequences of globalisation has been fierce competition<br />

stemming from Asia, limiting pricing power around the world,<br />

even as demand grows. Many western companies are still choosing<br />

to relocate in Asia, particularly China, to exploit its lower labour<br />

costs and thereby increase both competitiveness and profitability.<br />

This trend could remain in place for some time, limiting<br />

employment and income growth in the developed economies.<br />

Equity Markets<br />

The graph on the right illustrates the gains made in equity<br />

markets during our financial year, on a Sterling adjusted basis.<br />

This progress followed three consecutive years of declining<br />

markets, one of the longest bear markets in history, which had<br />

resulted in many stock market indices halving from their peak<br />

levels. Since March 2003, markets have made good progress,<br />

reflecting the easing of geopolitical concerns following the war<br />

in Iraq and growing confidence in the economic recovery and<br />

prospects for corporate profitability.<br />

The US market performed best in local terms, rising 32% over<br />

our financial year, but the depreciation of the US Dollar reduced<br />

this to just 19% on a Sterling adjusted basis. The main equity<br />

market indices rose 28% in both Europe and Japan and the<br />

appreciation of the Euro and Yen boosted these gains even<br />

further, to 33% and 31% respectively. The UK market rose 27%<br />

over the year, held back by the more defensive nature of many<br />

of its main companies.<br />

At the sector level, technology stocks returned to favour,<br />

boosted by evidence of a recovery in capital spending. The FT<br />

World technology index rose more than 42% over the year,<br />

retracing much of its decline of the previous 12 months.<br />

Prospects of a cyclical recovery also enabled general industrial<br />

stocks to perform well, rising more than 35% during our<br />

financial year.<br />

Investment Outlook<br />

We expect economic growth to continue over the next few<br />

months, as both fiscal and monetary policy will remain<br />

relatively loose in the US ahead of the Presidential election in<br />

November. Beyond that point it may prove necessary for other<br />

regions to drive global activity forward, but this would require a<br />

significant recovery in domestic demand in both Europe and<br />

Japan. Both areas still have some structural problems to<br />

address, particularly when currency appreciation threatens to<br />

reduce competitiveness. In addition, the policy stimuli which<br />

were necessary to generate economic recovery in the US have<br />

caused imbalances there to worsen, leaving the US Dollar still<br />

vulnerable to downward pressure. Further currency adjustments<br />

may be required in the year ahead, but it is critical that these<br />

moves are smooth as volatility would cause additional problems.<br />

Equity valuations rose over the year in anticipation of a strong<br />

recovery in company profits and this left some equities looking<br />

relatively expensive by historical standards. Profits growth<br />

should hopefully slow to a more sustainable pace over the next<br />

few months. We would then expect stock markets to appreciate<br />

steadily, if at a slower rate than we have seen recently.<br />

Increased takeover activity may offer opportunities for<br />

additional returns.<br />

Equity Markets - Sterling Adjusted<br />

31 January 2003 to 31 January 2004<br />

135<br />

130<br />

125<br />

120<br />

115<br />

110<br />

105<br />

100<br />

95<br />

Japan<br />

Europe<br />

Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />

UK<br />

US<br />

Source: Thomson Financial Datastream


12<br />

How the Assets are Managed<br />

Asset Allocation<br />

Global Sectors<br />

Investments Managed<br />

Regionally<br />

Stock Selection<br />

The Twenty Largest<br />

Investments<br />

This section describes how our investment outlook<br />

has influenced our recent stock selection.<br />

Asset Allocation<br />

Our investment outlook is relatively positive ahead of the US<br />

Presidential election in November 2004, but becomes more<br />

cautious as we look beyond that into 2005. Once both fiscal and<br />

monetary policy are tightened in the US, it will be necessary for<br />

other regions to drive global activity forward. Any further<br />

depreciation of the US Dollar in the year ahead will add to the<br />

pressures on both Europe and Japan to address the structural<br />

problems which presently impede the flexibility of these economies.<br />

We still believe that the best long term returns will come from<br />

investment in real assets through active businesses. For this<br />

reason we remain invested primarily in equities and we increased<br />

our exposure by a net £47.7m during the past year. Having a<br />

global perspective enables us to spread the risk associated with<br />

equity investment across a wide selection of countries and<br />

sectors, building an increasingly diverse portfolio of individual<br />

companies. As explained in the description of our investment<br />

decision making process, we focus predominantly on strong<br />

companies with good management, the potential for long term<br />

growth in profits and with the ability to pay growing dividends.<br />

Global Sectors<br />

More than 50% of our assets are managed on a ‘global sector’<br />

basis, which means that we evaluate opportunities for investment by<br />

looking at a business sector as a whole, disregarding domestic<br />

boundaries. This approach enables us to focus on important<br />

industry trends which are occurring across the whole world. It<br />

also gives us the ability to compare company valuations on an<br />

international basis and to base our stock selection primarily on a<br />

company’s industrial positioning. The issue of where a company is<br />

listed is a secondary factor. The graph below illustrates the recent<br />

performance of these particular sectors on a Sterling adjusted basis.<br />

Global Sectors - Sterling Adjusted<br />

31 January 2003 to 31 January 2004<br />

150<br />

140<br />

130<br />

120<br />

110<br />

100<br />

90<br />

IT<br />

Financials<br />

Oil<br />

Pharmaceuticals<br />

Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />

Source: Thomson Financial Datastream


13<br />

During the financial year to 31 January 2004, we invested a net<br />

£8.2m into that portion of our portfolio managed on a global<br />

sector basis. We focused primarily on resources and basic<br />

industries, where we invested £7.9m, encouraged by significant<br />

infrastructure developments in Asia and the consequent demand<br />

for metals and resources. We also added a net £2.9m to<br />

financials, focusing predominantly on the UK. We made net<br />

sales in health care and pharmaceuticals, reducing our exposure<br />

to several US holdings in anticipation of US Medicare reform. In<br />

the information technology sector we increased our exposure to<br />

software and service companies in the US and UK, but this was<br />

offset by sales of some of our hardware related investments.<br />

Investments Managed Regionally<br />

Although more than half our portfolio is managed on a ‘global<br />

sector’ basis, this approach may not be suitable for many sectors<br />

which have a domestic rather than an international bias. A good<br />

example is the retail sector where trading and profits are<br />

closely linked to conditions in the local economy, and where<br />

formats rarely travel well across international boundaries. We<br />

continue to manage these sectors on a geographical basis,<br />

paying particular attention to the expected economic, industrial<br />

and stock market influences in each individual country.<br />

Over the last year we increased our exposure to UK industries<br />

by a net £18.4m, focusing our activity in the media sector<br />

where recent legislation is expected to encourage further<br />

corporate activity. We also increased our exposure to beverage<br />

companies and utilities, both of which offer attractive<br />

opportunities. In Asia, we have been particularly encouraged by<br />

China’s recent and expected economic growth and gained<br />

exposure to this not just through Chinese companies but also<br />

through companies located elsewhere in Asia. The graph on this<br />

page illustrates the relatively strong performance achieved by<br />

stock markets in Thailand, China, Hong Kong and Taiwan. We<br />

invested a net £26.8m into the ‘rest of the world’ during our<br />

financial year, focusing purchases on opportunities in real<br />

estate stocks, construction related activities and support services.<br />

We also reduced our exposure to US industries by £4.6m.<br />

Stock Selection<br />

The table below shows our largest holdings and the detailed<br />

review of our portfolio follows on pages 14 to 25.<br />

The Twenty<br />

Largest Investments £m<br />

Shell Transport & Trading 44.6<br />

Royal Bank of Scotland 43.2<br />

BP 42.8<br />

GlaxoSmithKline 42.6<br />

Vodafone 34.1<br />

HBOS 26.2<br />

Barclays 19.9<br />

Diageo 17.5<br />

Aviva 15.8<br />

HSBC 15.5<br />

Rio Tinto 15.1<br />

Abbott Laboratories 14.8<br />

Lloyds TSB 14.3<br />

Persimmon 14.3<br />

BHP Billiton 14.0<br />

Slough Estates 13.8<br />

Wal-Mart 13.0<br />

EMAP 12.8<br />

Standard Chartered 12.6<br />

Unilever 12.5<br />

This list excludes the Company’s holding in its subsidiary, <strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />

Limited (“ATF”), which amounted to £18.1m gross, or £6.1m net of the loan which<br />

ATF has advanced to the Company (see note 8 on page 48 and note 17 on page 50).<br />

Asian Markets - Sterling Adjusted<br />

31 January 2003 to 31 January 2004<br />

220<br />

200<br />

180<br />

160<br />

140<br />

Thailand<br />

China<br />

120<br />

100<br />

80<br />

Hong Kong<br />

Taiwan<br />

Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan<br />

Source: Thomson Financial Datastream


14<br />

Portfolio Review<br />

Resources and Basic<br />

Industries<br />

Capital Goods<br />

Consumer Goods and<br />

Products<br />

Services<br />

Financials<br />

Investment Companies<br />

Fixed Income<br />

This section of our report gives a review of the<br />

portfolio which, at the year end, contained 363<br />

investments.<br />

The hoop diagrams below give snapshots of the whole<br />

portfolio, first by geography and then by sector.<br />

In the narrative, we list all the investments held in<br />

each sector reviewed which had a year end value<br />

greater than 0.1% of the total portfolio valuation.<br />

The exceptions are the sections on investment<br />

companies and fixed income where we show all the<br />

holdings. In all, investments equal to 94% of the<br />

portfolio by value are shown.<br />

The table at the top of page 25 summarises the<br />

investment changes over the year. The classification<br />

table on page 25 gives a breakdown of the main<br />

industries in each sector and the percentage of the<br />

portfolio held in each geographical area. As we have<br />

explained on pages 12 and 13, some assets are<br />

managed on this geographical basis, but others are<br />

managed from a global sector perspective.<br />

Investment Changes<br />

Classification of<br />

Investments<br />

The portfolio<br />

by geography<br />

£m<br />

UK 799<br />

Europe 147<br />

North America 307<br />

Japan 65<br />

Rest of World 158<br />

Total 1,476<br />

The portfolio<br />

by sector<br />

£m<br />

Resources and<br />

Basic Industries 297<br />

Capital Goods 187<br />

Consumer Goods<br />

and Products 253<br />

Services 324<br />

Financials 340<br />

Investment<br />

Companies 40<br />

Fixed Income and<br />

Other Net Assets 35<br />

Total 1,476<br />

Figures as at 31 January 2004


15<br />

Resources and Basic Industries<br />

Oil, Chemicals and Resources<br />

£m<br />

Tight markets and speculative activity in commodity futures<br />

contributed to rising metal and ore prices. The higher demand for<br />

many base resources is in large measure due to China’s numerous<br />

infrastructure projects. Looking forward, some softening in the pace<br />

of development in China is anticipated, but world economic activity<br />

is likely to remain healthy, helping to sustain demand. In the mining<br />

sector we strengthened positions through additions to Rio Tinto and<br />

BHP Billiton and two relatively new Chinese holdings, Yanzhou Coal<br />

and Jiangxi Copper.<br />

The oil price exhibited a different price pattern. Demand was similarly<br />

strong, but, despite this, prices lagged. An unexpected re-classification<br />

of reserves caused our large investment in Shell to perform<br />

disappointingly. Valuations now reflect many of the specific concerns<br />

that investors hold. It is our belief that Shell’s overall resource base<br />

can still be profitably exploited.<br />

We carried out modest additions to PetroChina, CNOOC, Burlington<br />

Resources and BG Group. In chemicals, we sold ICI and reinvested<br />

into new holdings which included BOC.<br />

Shell Transport & Trading 44.6<br />

BP 42.8<br />

Rio Tinto 15.1<br />

BHP Billiton 14.0<br />

Exxon Mobil 11.2<br />

John Wood Group 10.4<br />

Total 7.3<br />

Air Liquide 4.5<br />

PetroChina 4.1<br />

Schlumberger 3.3<br />

British Vita 2.7<br />

RPM International 2.6<br />

Woodside Petroleum 2.5<br />

Johnson Matthey 2.2<br />

Burlington Resources 2.1<br />

BG Group 2.1<br />

Shin-Etsu Chemical 2.1<br />

Croda 2.1<br />

Linde AG 1.9<br />

BOC Group 1.7<br />

Other Holdings (14) 12.0<br />

Total 191.3<br />

Construction and Building Materials<br />

£m<br />

Despite fears that house prices would go into reverse, the UK housing<br />

market performed strongly. Prices did fall in the higher end markets<br />

of South East England, but the Midlands, the North East, Wales and<br />

Scotland all experienced strong growth. Looking forward, a crash<br />

seems unlikely, but the market is less of a clear one way bet for<br />

house builders. In this context, company strategy is increasingly<br />

important to stock selection, and mergers are also possible. Crest<br />

Nicholson, which is decreasing its dependence on the London market,<br />

is one holding to which we are adding.<br />

Persimmon 14.3<br />

Wolseley 7.2<br />

Aggregate Industries 4.3<br />

Siam Cement 3.2<br />

Lafarge 3.2<br />

Crest Nicholson 3.2<br />

Marshalls 2.9<br />

Anhui Conch Cement 1.6<br />

Other Holdings (3) 3.2<br />

Total 43.1<br />

Building material demand is benefiting from global recovery. A new<br />

holding is Anhui Conch Cement, the largest cement producer in China<br />

which is benefiting from spending on infrastructure. European<br />

demand remains mixed. We reduced our holding in Lafarge following<br />

its rights issue which we believe to have been poorly justified.<br />

Wolseley has also been reduced as its shift towards acquisitions to<br />

achieve growth may increase risk.


16<br />

Portfolio Review<br />

£m<br />

National Grid Transco 7.9<br />

Scottish & Southern 7.0<br />

Scottish Power 6.4<br />

Huaneng Power 6.3<br />

Kelda Group 5.7<br />

Consolidated Edison 4.5<br />

Beijing Datang Power 4.0<br />

Constellation Energy 3.8<br />

United Utilities 3.2<br />

Australian Gas Light Company 2.8<br />

Hawaiian Electric 2.4<br />

WPS Resources 2.4<br />

Hong Kong & China Gas 2.2<br />

Hong Kong Electric 2.0<br />

Other Holdings (2) 2.2<br />

Total 62.8<br />

Utilities<br />

Regulatory reviews in UK and Europe add to the risk associated with<br />

most of our holdings in this sector. However, valuations are<br />

reasonable and initial soundings point to an encouraging regulatory<br />

result. The economic outlook also appears broadly supportive. We<br />

participated in United Utilities’ rights issue which will assist it to<br />

upgrade its asset base, against which the company should hopefully<br />

earn a favourable return. We also added to National Grid Transco,<br />

Scottish Power and Scottish & Southern but sold Suez, and<br />

Autostrade was taken over.<br />

Our exposure to Huaneng Power and Beijing Datang Power, where the<br />

fundamental investment case continues to be very strong, was<br />

increased. We also purchased a new holding in Hong Kong & China<br />

Gas which looked undervalued following a period of poor investor<br />

sentiment during the SARS crisis, and which offers exposure to the<br />

growing Chinese market as well as to recovery in Hong Kong.<br />

In this sector, yields are attractive and dividends are being increased,<br />

albeit modestly.<br />

Capital Goods<br />

£m<br />

General Industrial<br />

Pentair 4.9<br />

Denway Motors 3.4<br />

Swire Pacific 3.0<br />

Toyota 2.4<br />

Hyundai 2.3<br />

Keppel 2.0<br />

FCC 1.9<br />

Lear 1.6<br />

Honda 1.5<br />

Other Holdings (10) 9.4<br />

Total 32.4<br />

Pentair, a diversified US company and our largest industrial holding,<br />

continued to perform well in its key professional tool and fluid<br />

technology product lines. However, its share price lagged many cyclical<br />

companies whose share prices rebounded from extremely depressed<br />

levels. In the long run, Pentair has the advantage of a better track<br />

record and established market positions on which to build.<br />

Elsewhere, we carried out a number of changes. A new holding was<br />

established in US car interior specialist, Lear Corporation. We<br />

switched from Delphi to fund the purchase. We maintained our<br />

exposure to Japanese auto companies as they continue to gain<br />

profitable market share globally. Denway Motors of China is an<br />

affiliate of Honda, positioned to exploit increasing car ownership in<br />

mainland China, and so we increased our holding. In the aerospace<br />

sector we reduced troubled BAE Systems by selling a portion of our<br />

convertible holding during the year.


17<br />

Electronics and Engineering<br />

This sector also has a high share of cyclical businesses. Many are very<br />

well-run companies, with good industrial positions and attractive<br />

yields. With these attributes in mind we increased our holdings in<br />

Sandvik, Kidde and Bodycote. The bearings industry is also<br />

interesting, as it is experiencing consolidation, improved pricing and<br />

a more rational approach to capacity additions. This led us to<br />

purchase a holding in the Swedish manufacturer, SKF.<br />

We added to the steel processor, Worthington Industries, a company<br />

not exposed to the legacy issues dogging steel manufacturing. It is<br />

modestly valued, has an above average yield, and a long track record<br />

of paying increased dividends.<br />

Intense competition caused us to dispose of Sony and to redeploy the<br />

proceeds into the precision lighting company Ushio and the global<br />

air-conditioning manufacturer Daikin Industries.<br />

£m<br />

Canon 11.4<br />

General Electric 8.9<br />

Keyence 5.4<br />

Sandvik 4.8<br />

Renishaw 4.7<br />

Hoya 4.7<br />

Spirax-Sarco Engineering 4.3<br />

Kidde 3.9<br />

Illinois Tool Works 3.5<br />

SKF 3.5<br />

Bodycote 3.1<br />

Worthington Industries 2.9<br />

Grainger 2.6<br />

Matsushita Electric 2.3<br />

Ushio 2.2<br />

Emerson Electric 2.1<br />

Daikin Industries 1.7<br />

Mabuchi 1.6<br />

York International 1.5<br />

Other Holdings (6) 5.0<br />

Total 80.1<br />

Information Technology<br />

£m<br />

The backdrop improved after three extremely challenging years with<br />

demand for technology products increasing and share prices<br />

rebounding. New digital devices in the consumer sector sold well in<br />

both emerging and mature economies, and initial signs of increased<br />

business investment offer some encouragement for the outlook.<br />

It was also encouraging to note a better trend in the alignment of<br />

shareholders’ versus managers’ interests. Microsoft’s initiation of<br />

dividend payments and the abandonment of stock options are<br />

prominent examples. Corporate activity increased as companies aim<br />

for size and for new markets but over-capacity in the important semiconductor<br />

and telecom equipment segments remains to be addressed.<br />

In the US, we reduced Intel and Dell due to valuation concerns and<br />

used the proceeds to increase software investments that benefit from<br />

higher levels of corporate expenditure. Additions included Oracle and<br />

Microsoft and a new holding in Check Point Software which provides<br />

security products to businesses around the world.<br />

Microsoft 11.6<br />

Cisco Systems 7.4<br />

Intel 6.9<br />

First Data 5.9<br />

Sage 5.3<br />

Nokia 4.9<br />

Motorola 3.6<br />

Texas Instruments 3.2<br />

SAP AG 3.2<br />

Samsung Electronics 2.6<br />

Oracle 2.4<br />

Flextronics 2.2<br />

Jabil Circuit 2.1<br />

Dell 2.0<br />

Analog Devices 1.8<br />

Thomson 1.6<br />

Other Holdings (11) 8.1<br />

Total 74.8


18<br />

Portfolio Review<br />

Consumer Goods and Products<br />

£m<br />

Diageo 17.5<br />

Unilever 12.5<br />

Reckitt Benckiser 9.7<br />

British American Tobacco 7.4<br />

Pepsico 6.3<br />

Altria 5.6<br />

Allied Domecq 5.4<br />

Nestlé 5.1<br />

Fosters 3.0<br />

Geest 2.7<br />

Scottish & Newcastle 2.3<br />

BAT Malaysia 1.9<br />

Kao Corporation 1.8<br />

Kraft 1.7<br />

Fraser & Neave 1.6<br />

Other Holdings (7) 7.9<br />

Total 92.4<br />

Beverages, Foods, Household and Tobacco<br />

Share price performances were mixed across this broad group. Tobacco<br />

stocks returned over 40%, as an improvement in the US legal<br />

environment eased long term solvency concerns. Spirits companies<br />

benefited from good demand in most markets. However, food<br />

manufacturers continued to experience difficult selling and pricing<br />

conditions. This was exacerbated by the “Atkins” phenomenon driving<br />

demand for low carbohydrate foods. Most global food manufacturers<br />

are only now entering this market in a meaningful way. Holdings in<br />

Unilever and Nestlé were reduced.<br />

Reckitt Benckiser managed to avoid overpriced acquisitions, and<br />

hence was able to raise the dividend for the first time since the<br />

merger in 1999. This caused the share price to rise and we reduced<br />

our large holding on valuation grounds. We recycled the proceeds into<br />

Allied Domecq, BAT and Diageo. They have equally good prospects<br />

and look undervalued.<br />

Our Chinese holding, Peoples Food, a meat processor, was increased<br />

following SARS-induced share price weakness.<br />

£m Healthcare and Pharmaceuticals<br />

GlaxoSmithKline 42.6<br />

Abbott Laboratories 14.8<br />

Johnson & Johnson 10.9<br />

Aventis 10.4<br />

Amersham 8.0<br />

Bristol-Myers Squibb 7.8<br />

Novartis 7.4<br />

UCB 6.6<br />

Merck 5.6<br />

Takeda Chemical 5.1<br />

Gyrus Group 4.7<br />

Celltech 4.6<br />

Altana AG 3.4<br />

Fresenius 3.2<br />

Baxter International 3.1<br />

Cardinal Health 2.8<br />

Alcon 2.6<br />

UnitedHealth 2.5<br />

Zimmer Holdings 2.1<br />

Igen 2.1<br />

..<br />

Rhon-Klinikum 2.0<br />

Steris 2.0<br />

Gedeon Richter 1.9<br />

HCA 1.7<br />

Other Holdings (4) 2.9<br />

Total 160.8<br />

There were some positive developments in the industry; new drug<br />

approvals increased, particularly for biotech drugs, and latterly<br />

pharmaceutical sales growth accelerated, producing an overall sales<br />

increase of 8%. However, the sector lagged, including, unfortunately,<br />

our major holding, GlaxoSmithKline. We took the opportunity to<br />

increase our holding in it on a low valuation, convinced of its long<br />

term prospects.<br />

Looking ahead, US Medicare reform affects much of the industry. Its<br />

main aim is to improve health cover for seniors, which should boost<br />

drug sales. However, growing healthcare costs worldwide represent a<br />

major funding challenge to governments and initiatives are underway,<br />

including discounts designed to contain spending. Our focus is to<br />

invest in companies producing innovative products.<br />

We cut the amount invested in the sector, reducing exposure to Merck<br />

and Johnson & Johnson and selling SSL International, Xenova and<br />

Medco. New investments include HCA, the American hospital chain,<br />

and Baxter International, through its 7% convertible bond. We<br />

increased Abbott Laboratories, Gyrus Group and Celltech.


19<br />

Services<br />

Retail<br />

£m<br />

The UK economic backdrop remains supportive of consumer spending,<br />

but the potential for higher interest rates on high levels of household<br />

debt does carry risks. At the company level, intense corporate activity<br />

saw Debenhams, Selfridges and GUS’s catalogue division being taken<br />

private. There is currently an ongoing bid for New Look. Consolidation<br />

of the UK food retailing industry is also underway, following the<br />

Competition Commission’s clearance of Wm Morrison’s takeover<br />

of Safeway.<br />

Across Europe, retail spending was affected by weakness in the major<br />

economies. Some recovery is hoped for this year. Germany offers<br />

reasonable prospects aided by income tax cuts. We are building a new<br />

holding in Metro, Germany’s premier retailer, with a growing<br />

international business. Earlier in the year, when trading concerns<br />

appeared overdone, we added to Next and Marks & Spencer. Safeway<br />

and N Brown were sold. In the US, Wal-Mart lagged its peers in terms<br />

of share price but we expect it to benefit from economic recovery and<br />

from the fiscal and monetary support for consumer spending.<br />

Wal-Mart 13.0<br />

Tesco 11.3<br />

GUS 9.5<br />

Home Depot 8.3<br />

Next 5.6<br />

Kingfisher 4.5<br />

Marks & Spencer 3.4<br />

New Look 3.1<br />

Sainsbury 2.8<br />

Walgreen 2.6<br />

CVS 2.5<br />

Pier 1 Imports 2.1<br />

Metro AG 1.7<br />

Other Holdings (7) 6.1<br />

Total 76.5<br />

Brewers, Hotels and Leisure<br />

£m<br />

The key theme for hotels has been one of recovery from a cocktail of<br />

problems, ranging from terrorism fears and war in Iraq, to economic<br />

slowdown and SARS. In the early part of 2003 this caused share price<br />

weakness in Hilton Group but gave a good opportunity to add to that<br />

holding. Broad resolution of these issues and global economic<br />

improvement led to a recovery in hotel stocks.<br />

Our core public house holdings, Wolverhampton and Dudley Breweries<br />

and Greene King, enjoyed buoyant trading helped by good weather<br />

and minimal exposure to an oversupplied high street. Six Continents<br />

demerged, forming a public house group, Mitchells and Butlers, and a<br />

hotelier, Intercontinental Hotel Group, with surplus cash also<br />

distributed to shareholders.<br />

Hilton 6.5<br />

Wolverhampton & Dudley 4.6<br />

Intercontinental Hotels 3.9<br />

Greene King 3.8<br />

Accor 2.7<br />

Bob Evans Farms 2.7<br />

Whitbread 2.4<br />

Other Holdings (5) 5.6<br />

Total 32.2<br />

New holdings were started in the China and Hong Kong restaurant<br />

chain, Café de Coral, as it offers good exposure to Asian growth, and<br />

in Accor, the French hotelier with strong positions in France and<br />

the US.


20<br />

Portfolio Review<br />

£m<br />

EMAP 12.8<br />

Granada 6.2<br />

Gannett 5.2<br />

Reed Elsevier 5.2<br />

Arnoldo Mondadori Editore 4.7<br />

Pearson 4.6<br />

Television Française 4.1<br />

Carlton 4.1<br />

United Business Media 4.1<br />

Mediaset 3.7<br />

VNU 3.1<br />

Yell Group 2.4<br />

Singapore Press Holdings 2.2<br />

Other Holdings (7) 6.6<br />

Total 69.0<br />

Media<br />

After two years of decline, global advertising expenditure improved in<br />

2003. US economic recovery was the main driver, although European<br />

expenditure also grew marginally as confidence returned. The outlook<br />

is expected to remain positive as global economic growth expands.<br />

Advertising demand should also benefit from the US general election<br />

and the Olympic Games.<br />

In the UK, the Communications Bill passed through Parliament. Its<br />

main effects are the relaxation of the media industry’s consolidation<br />

guidelines. Granada and Carlton’s merger to form ITV PLC was cleared<br />

with few conditions and further corporate activity appears likely in<br />

the radio and newspaper industries.<br />

We increased exposure to more economically sensitive companies by<br />

adding to United Business Media and Granada, and by building new<br />

holdings in Television Française, the French TV company, Capital<br />

Radio, the UK radio broadcaster and Cheil, the leading Korean<br />

advertising agency. These acquisitions were partially funded by<br />

reductions in our holdings of EMAP, Pearson and VNU.<br />

£m Transport<br />

BAA 6.8<br />

Associated British Ports 3.0<br />

Forth Ports 2.5<br />

First Group 2.2<br />

Zhejiang Expressway 1.8<br />

Other Holdings (3) 2.0<br />

Total 18.3<br />

Airlines had a volatile year. Demand fell due to war in Iraq and the<br />

SARS outbreak, and then recovered on resolution of these issues and<br />

better global growth. Structurally, the airline industry remains<br />

unattractive due to oversupply and high cost structures. We do not<br />

hold any airlines, preferring to gain exposure to the long term growth<br />

in air travel through BAA, the airport operator. BAA has additional<br />

growth potential via the development of Terminal 5 at Heathrow and<br />

the new runway at Stansted. We increased our holding earlier in<br />

the year.<br />

Our exposure to port operations through AB Ports and Forth Ports<br />

offer attractive growth potential through development opportunities.<br />

AB Ports in particular is seeking permission to establish a deep water<br />

container facility at Dibden Bay in Southampton.<br />

Our US holding in United Parcel Services was sold. The shares reached<br />

an excessive premium following buying by tracker funds after being<br />

admitted to the main US market index.


21<br />

Support Services<br />

Many companies in this area benefit strongly from improving<br />

economic growth. With this expectation, investors bought into<br />

recruitment companies in the second half of the year as Michael Page<br />

and Hays reported some improvement in demand.<br />

Share prices of the relatively less cash-generative companies, exposed<br />

to longer term growth influences, did less well. We took advantage by<br />

adding to Compass and Serco on very reasonable valuations.<br />

Improving economic growth and continuing government spending<br />

continue to support outsourcing companies. Securitas was sold given<br />

its persistent difficulties in the US guarding market.<br />

Holdings in CDW, Pactiv and China Merchant Holdings were also<br />

increased. China Merchants is very well placed to participate in Asian<br />

expansion through its port operations in Hong Kong and China.<br />

£m<br />

Compass 10.2<br />

Electrocomponents 6.2<br />

Hays 6.0<br />

Premier Farnell 5.4<br />

Sysco 5.0<br />

Brambles Industries 4.6<br />

CDW Computer Centers 4.2<br />

China Merchants Holdings 3.4<br />

Pactiv 2.9<br />

Serco 2.8<br />

Michael Page 2.8<br />

Secom 2.4<br />

Other Holdings (3) 2.6<br />

Total 58.5<br />

We invested in two new companies, Republic Services, the US waste<br />

haulier and Patrick, the Australian logistics and port company,<br />

another beneficiary of Asian growth.<br />

Telecommunications Services<br />

£m<br />

European mobile operators benefited from strong earnings growth,<br />

greater capital discipline and increased cash flow. These positives<br />

were offset by reductions in termination charges, following another<br />

tough regulatory review.<br />

A resumption of large capital expenditure is likely as infrastructure is<br />

built to enable the provision of new services. In the UK, competitive<br />

price pressure may increase as “3”, owned by Hutchison, the Hong<br />

Kong conglomerate, tries to build market share. Our holding in MMO2<br />

was sold as we believe it is the most vulnerable to this competition.<br />

Large European operators continue to lose fixed line market share. BT<br />

and others have responded by diversifying their income sources and<br />

cutting costs. Positively, this has led to increased dividends from BT<br />

and Telefonica and commitment to progressive dividend policies.<br />

Vodafone 34.1<br />

BT Group 9.1<br />

Verizon Communications 5.2<br />

Telefonica 4.8<br />

China Mobile 3.1<br />

SBC Communications 2.9<br />

Telefonos de Mexico 2.2<br />

America Movil 2.0<br />

Bellsouth 1.8<br />

AT&T Wireless Services 1.6<br />

Other Holdings (2) 2.3<br />

Total 69.1<br />

AT&T Wireless is a new US holding, The company’s cashflow is<br />

encouraging, and expectations for the US mobile phone market are<br />

more realistic.


22<br />

Portfolio Review<br />

Financials<br />

£m<br />

Royal Bank of Scotland 43.2<br />

HBOS 26.2<br />

Barclays 19.9<br />

HSBC 15.5<br />

Lloyds TSB 14.3<br />

Standard Chartered 12.6<br />

BNP Paribas 5.4<br />

Commonwealth Bank<br />

of Australia 5.3<br />

ABN Amro 4.8<br />

Wells Fargo 4.7<br />

TCF Financial 4.4<br />

UniCredito Italiano 3.9<br />

Bradford & Bingley 3.7<br />

Bank of America 3.7<br />

UBS 3.5<br />

Northern <strong>Trust</strong> 3.5<br />

Société Générale 3.4<br />

Siam Commercial Bank 3.0<br />

Comerica 2.9<br />

Banco Santander Central 2.8<br />

Bank One 2.6<br />

FleetBoston Financial 2.5<br />

Nordea Bank 1.9<br />

Banco Bilbao Vizcaya<br />

Argentaria 1.8<br />

Kookmin Bank 1.7<br />

Kasikornbank 1.6<br />

Commerzbank 1.6<br />

Other Holdings (7) 6.3<br />

Banks<br />

Net interest margins continue to be pressurised by increased<br />

competition, regulatory change and low interest rates, although<br />

recent monetary tightening has provided some relief. In this<br />

environment, banks must optimise their non-interest income, cost<br />

control, credit quality and capital allocation. In both the UK and US,<br />

there are growing concerns about the consumer and mortgage lending<br />

markets. Accordingly, lower quality investment banks exposed to a<br />

better capital market environment have generally been outperforming<br />

retail banks of late.<br />

We added to Barclays, Lloyds TSB, Royal Bank of Scotland and<br />

Bradford & Bingley and reduced HBOS. In the US, consolidation was<br />

to the forefront with the Bank of America-FleetBoston Financial and<br />

JP Morgan Chase-Bank One mega-mergers. We added to Comerica, a<br />

US bank exposed to late-cycle commercial lending. Japanese banks<br />

bounced back strongly as the reform process and local economy<br />

gathered steam, causing our cautious position to hurt performance.<br />

In Asia, we added to the Thai banks Kasikornbank and Siam<br />

Commercial Bank. In Europe, we sold Hypo Real Estate Group after its<br />

strong performance and reduced UniCredito Italiano.<br />

Total 206.7<br />

£m Insurance<br />

Aviva 15.8<br />

Marsh & McLennan 10.9<br />

CNP Assurances 7.1<br />

Prudential 6.3<br />

Legal & General 6.1<br />

American International Group 4.8<br />

Protective Life 2.7<br />

Old Republic International 2.1<br />

Sampo 2.1<br />

Allianz 2.1<br />

Axa 1.9<br />

Partnerre 1.7<br />

Other Holdings (3) 2.1<br />

Total 65.7<br />

In life and pensions markets, investor confidence is starting to<br />

recover but the regulatory climate remains difficult. However the<br />

sector remains highly geared to rising equity markets, and dividend<br />

cuts now seem less likely. The long term demographic arguments<br />

remain supportive. During the year, we added to Aviva but sold the<br />

European life assurers, Aegon and Banca Fideuram.<br />

In the property and casualty area, premium rate increases are still a<br />

feature, more so in liability than in property lines where conditions<br />

are less buoyant. The adequacy of some claims reserves, such as those<br />

for asbestos and environmental pollution in the US, remain in<br />

question. During the year, we reduced AIG, reinvesting the proceeds<br />

into Old Republic, a mid-sized US insurer with a modest valuation. In<br />

Europe, we added to Allianz on its rights issue.


23<br />

Real Estate<br />

£m<br />

The UK property sector performed strongly, largely due to the<br />

proposed introduction of tax-efficient Real Estate Investment <strong>Trust</strong>s<br />

(REITs). Such vehicles may sharply reduce the discount to net asset<br />

value at which most property companies trade, including our largest<br />

holding, Slough Estates. Strong investment demand was fuelled by<br />

investors taking advantage of low interest rates, whilst on the<br />

occupier side, rental demand for retail space was buoyant, and both<br />

the industrial and West End office markets recovered. However, excess<br />

supply is still depressing the City office market. In the US, a stronger<br />

office rental market benefited our holding in Cousins Properties. In<br />

Greater China, we bought Henderson Land and added to Sun Hung Kai<br />

Properties, Cheung Kong and China Overseas Land & Investment, as<br />

Hong Kong’s economy and property market recovered and China’s<br />

surged ahead. The sale of the Hong Kong conglomerate, Hutchison<br />

Whampoa, partly funded those purchases. In Singapore, we initiated a<br />

holding in Keppel Land.<br />

Slough Estates 13.8<br />

Cheung Kong 4.8<br />

Sun Hung Kai Properties 3.1<br />

Cousins Properties 2.8<br />

Henderson Land Development 2.4<br />

Keppel Land 1.5<br />

China Overseas Land 1.5<br />

Other Holdings (1) 1.1<br />

Total 31.0<br />

Speciality and Other Finance<br />

£m<br />

Against a backdrop of improving economic and stock market prospects<br />

for many Asian countries, we added to our holdings in Hong Kong<br />

Exchanges & Clearing and in Singapore Exchange, the operators of the<br />

securities and derivatives exchanges in these two important financial<br />

centres. In Thailand, robust domestic demand is contributing to<br />

strong growth in motor vehicle sales, and we added to our holding in<br />

Siam Panich Leasing which specialises in motor vehicle financing.<br />

<strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />

(“ATF”) 18.1<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings<br />

(“ATS”) 10.5<br />

Hong Kong Exchanges 3.7<br />

Other Holdings (4) 3.2<br />

Total 35.5<br />

Information about ATF and ATS appears elsewhere in this report.


24<br />

Portfolio Review<br />

£m<br />

Schroder Ventures<br />

International 6.7<br />

Candover Investments 6.1<br />

Standard Life European<br />

Private Equity 5.0<br />

Aberforth Smaller Companies 3.7<br />

UK Balanced Property <strong>Trust</strong> 3.6<br />

F&C Latin American 2.7<br />

Merrill Lynch World<br />

Mining <strong>Trust</strong> 2.6<br />

Eastern European <strong>Trust</strong> 2.1<br />

Dunedin Buyout Fund 1.3<br />

The Korea Fund 1.1<br />

Falcon Investment <strong>Trust</strong> 1.0<br />

Genesis Chile Fund 0.9<br />

Martin Currie Pacific <strong>Trust</strong> 0.9<br />

Electra Active Management 0.9<br />

JP Morgan Fleming Japan 0.6<br />

Taiwan Fund 0.6<br />

Albany Ventures Fund 0.3<br />

Central European Growth 0.2<br />

JP Morgan Fleming Indian 0.2<br />

Investment Companies<br />

Our investment company holdings are held mainly to gain exposure to<br />

markets or sectors which we feel are attractive and offer additional<br />

diversification, but which we consider may be less efficient for us to<br />

access directly. The holdings listed here, with the addition of the<br />

holding of the preference stock of the Second <strong>Alliance</strong> <strong>Trust</strong> which is<br />

shown in the Fixed Income section below, represent all the<br />

investment companies in our portfolio. Some holdings are managed<br />

on a sector basis, such as Merrill Lynch World Mining, with Resources,<br />

and UK Balanced Property <strong>Trust</strong>, as part of the Real Estate sector.<br />

Our major purchase was a convertible issue by Schroder Ventures,<br />

part-funded by the sale of our holding in 3i. Korea Europe was<br />

switched to the better valued Korea Fund. The UK smaller companies<br />

trust, Throgmorton, was sold and a new holding in emerging markets<br />

was Eastern European <strong>Trust</strong>. Our exposure to private equity expanded<br />

with modest draw-downs for Dunedin Buyout and Albany Partners.<br />

Total 40.5<br />

Fixed Income<br />

£m<br />

HBOS 9.25% 6.8<br />

National Westminster 9% 6.6<br />

Abbey National 10.375% 5.5<br />

Aviva 8.375% 3.8<br />

General Accident 8.875% 3.2<br />

HBOS 9.75% 2.7<br />

Standard Chartered 7.375% 2.6<br />

National Westminster 8.125% 1.6<br />

Halifax 6.125% 0.9<br />

Aviva 8.75% 0.9<br />

Second <strong>Alliance</strong> <strong>Trust</strong> 4.5% 0.3<br />

Total 34.9<br />

Preference stocks<br />

Our fixed income exposure is mainly concentrated in UK financial<br />

preference stocks. Despite the general rise in interest rates, the<br />

capital value of the portfolio increased by 4.4% over the year as<br />

corporate spreads tightened in response to improving credit quality<br />

trends, providing a total return in excess of 11%. This compares with<br />

a total return of 5.2% on the MSCI Euro Sterling Corporate Index over<br />

the same period.<br />

Whilst our core holdings remained largely unchanged, we sold the<br />

small residue of minor holdings during the year to focus on those<br />

which are more significant.<br />

We expect that 2004 will be more difficult in terms of capital return<br />

against a background of higher short term interest rates in response<br />

to the continuing economic recovery. However, the yield component<br />

remains intact.


25<br />

Investment Changes £m<br />

Valuation<br />

Valuation<br />

31 January 31 January<br />

2003 Purchases Sales Appreciation 2004<br />

Resources and Basic Industries 236 32 (13) 42 297<br />

Capital Goods 141 27 (30) 49 187<br />

Consumer Goods & Products 229 27 (30) 27 253<br />

Services 240 53 (37) 68 324<br />

Financials and Fixed Income 287 29 (10) 68 374<br />

Investment Companies 29 5 (5) 11 40<br />

1,162 173 (125) 265 1,475<br />

Classification of Investments<br />

Investments %<br />

* Convertibles represent 2.0% (2.4%)<br />

North Rest of Total Total<br />

UK Europe America Japan World 2004 2003<br />

Resources Oil, Chemicals and Resources 9.0 0.9 1.6 0.1 1.3 12.9 13.0<br />

and Basic Construction and Building Materials 2.2 0.2 0.0 0.1 0.5 3.0 2.1<br />

Industries Utilities 2.1 0.1 0.9 0.0 1.2 4.3 4.3<br />

13.3 1.2 2.5 0.2 3.0 20.2 19.4<br />

Capital General Industrial 0.1 0.0 0.6 0.4 1.1 2.2 2.3<br />

Goods Electronics and Engineering 1.1 0.6 1.5 2.2 0.0 5.4 5.0<br />

Information Technology 0.4 0.7 3.6 0.1 0.3 5.1 4.4<br />

1.6 1.3 5.7 2.7 1.4 12.7 11.7<br />

Consumer<br />

Beverages, Food,<br />

Goods Household and Tobacco 3.9 0.3 1.1 0.2 0.8 6.3 6.8<br />

& Products Healthcare 0.9 0.4 2.0 0.0 0.0 3.3 3.8<br />

Pharmaceuticals 3.3 1.9 1.9 0.3 0.1 7.5 8.4<br />

8.1 2.6 5.0 0.5 0.9 17.1 19.0<br />

Services Retail 2.7 0.1 1.9 0.2 0.2 5.1 5.6<br />

Brewers, Hotels and Leisure 1.5 0.3 0.2 0.0 0.2 2.2 1.5<br />

Media 2.9 1.1 0.3 0.0 0.4 4.7 3.7<br />

Transport 1.0 0.0 0.0 0.0 0.2 1.2 1.2<br />

Support Services 2.3 0.0 0.9 0.2 0.6 4.0 2.9<br />

Telecommunications Services 2.9 0.3 0.8 0.1 0.6 4.7 4.9<br />

13.3 1.8 4.1 0.5 2.2 21.9 19.8<br />

Financials Banks 8.8 2.1 1.6 0.0 1.5 14.0 12.9<br />

Insurance 1.9 0.9 1.5 0.1 0.0 4.4 4.4<br />

Real Estate 0.9 0.0 0.2 0.1 0.9 2.1 1.3<br />

Speciality and Other Financial 1.9 0.0 0.0 0.1 0.4 2.4 2.7<br />

13.5 3.0 3.3 0.3 2.8 22.9 21.3<br />

Investment Companies 2.2 0.0 0.0 0.1 0.4 2.7 2.4<br />

Total Equities* 52.0 9.9 20.6 4.3 10.7 97.5 93.6<br />

Fixed Income 2.4 0.0 0.0 0.0 0.0 2.4 2.8<br />

Total Investments 54.4 9.9 20.6 4.3 10.7 99.9 96.4<br />

Other Net Assets (0.3) 0.1 0.2 0.1 0.0 0.1 3.6<br />

Total Assets less Current Liabilities 2004 £1,476m 54.1 10.0 20.8 4.4 10.7 100.0<br />

2003 £1,206m 52.9 12.5 23.0 4.6 7.0 100.0<br />

The geographic classification of the investments is by the domicile of their primary listing, save for investment companies with a<br />

specific regional focus. However, the companies in which we invest are exposed to currencies and economies throughout the world.


26<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings<br />

Stockholding and<br />

Stockholders<br />

Review & Outlook<br />

Assets held by ATS<br />

for its Customers<br />

ATS Savings Plans<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) is the only financial<br />

services company owned by UK investment trusts,<br />

which designs, provides and administers a range of<br />

wrapper products in-house. The profits of ATS<br />

contribute to the earnings of the Group.<br />

Stockholding and Stockholders<br />

As the Chairman reports in his statement on page 5, nearly<br />

17% of the Company’s ordinary stock is now held in the PEPs,<br />

ISAs, Investment Plans and SIPPs (self-invested personal<br />

pensions) which ATS provides and administers.<br />

On the Company’s register, which at the year end had 25,387<br />

members, the ATS nominee is but one name. It represents<br />

nearly 28,000 different customers of ATS holding stock in the<br />

Company.<br />

Review & Outlook<br />

Usually, the fiscal year end deadline for subscriptions to ISAs<br />

and pensions acts as a key driver of cash inflows to ATS, and<br />

noticeable in the run up to 5 April is an increase in lump sum<br />

subscriptions, as investors, who prefer this means of saving to<br />

regular direct debit subscription, make sure they maximise their<br />

tax advantaged savings.<br />

The first six months of the year saw a complete contrast to this<br />

norm in terms of investor activity. ATS felt a general slow down<br />

in activity, as the consequences of lack of confidence in the<br />

equity market, amongst some savers, impacted on its cash<br />

flows. By the mid year point, net inflows were 22.5% down on<br />

the equivalent period in the previous year.<br />

It was encouraging, then, to see investor confidence returning<br />

in the second half of the year. This was evidenced by a strong<br />

recovery in net cash flows, which by the year end totalled<br />

£130m, down by only 4.4% on last year.<br />

Assets held by<br />

ATS for its<br />

Customers<br />

£m<br />

<strong>Alliance</strong> <strong>Trust</strong> 221<br />

Second <strong>Alliance</strong> <strong>Trust</strong> 109<br />

Other Investment<br />

Companies 377<br />

Equities and<br />

other securities 417<br />

Cash 69<br />

Total 1,193<br />

Figures as at 31 January 2004


27<br />

During the year, ATS consolidated its position as a leading<br />

provider of wrapper products in the investment trust<br />

marketplace. The investment choice which is available in the<br />

Select plans is a major factor in this process, as ATS customers<br />

are able to choose to invest in nearly all UK listed securities,<br />

including over 400 investment companies.<br />

Some exchange traded funds were added to the available choice<br />

in the Select plans during the year and the range of open<br />

ended investment company bond funds broadened.<br />

Added choice is a key factor in attracting the increasingly<br />

important transfer business. From the customer’s point of view,<br />

the benefits of consolidation with a single provider are most<br />

apparent in the PEP marketplace. Many individuals continue to<br />

hold substantial, and even the greater part of, their portfolios<br />

within their PEP wrappers, even though ISAs have been<br />

available for all new subscriptions since April 1999. Although<br />

the PEP is a naturally declining product since it has been<br />

closed to new subscriptions, ATS continues to receive a<br />

significant number of transfers into the Select PEP and a<br />

healthy inflow of cash from this business. In 2003, some other<br />

PEP providers withdrew from the PEP marketplace and this<br />

resulted in additional business. Over the year, the total net<br />

inflow into the Select PEP was over £25m.<br />

Net inflows into the Select Investment Plan grew strongly by<br />

over 72% to nearly £30m. Transfers of complete portfolios into<br />

a Select Investment Plan, for safekeeping and easy<br />

administration, is an increasingly important part of the ATS<br />

business and, during the year, £11.8m was received in the form<br />

of in specie transfers. Another development is the growth in<br />

the saving for children market and now over 50% of all new<br />

Select Investment Plans are opened on behalf of children.<br />

ATS Ten Year Growth to 31 January 2004<br />

Customer<br />

Numbers<br />

40000<br />

35000<br />

30000<br />

25000<br />

20000<br />

15000<br />

10000<br />

5000<br />

Customer<br />

Numbers<br />

Customer<br />

Assets<br />

0<br />

0<br />

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004<br />

Pension ISA PEP Investment Plan<br />

Customer<br />

Assets £m<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

Source: Internal<br />

presently exclude the CTF for children born before September<br />

2002. We will continue to monitor these proposals before<br />

making any decision to provide a CTF.<br />

Over the year, the number of customers holding Select Pensions<br />

grew by 12%. We view pension products as continuing to have<br />

considerable potential for the future and, in particular, see<br />

further opportunity in providing pension wrappers for third parties.<br />

The outlook for ATS in a marketplace which is changing rapidly<br />

is healthy, as more transparent savings vehicles should become<br />

the preferred choice for many individuals. This will bring<br />

challenge too in the range of products ATS provides and access<br />

to them.<br />

Saving for children has recently received more prominence with<br />

the publication of the technical details for the Child <strong>Trust</strong> Fund<br />

(CTF). Although subscription levels into the product are low,<br />

the potential market is very large, even though the proposals<br />

ATS Savings Plans as at 31 January 2004<br />

Customers<br />

† Some investors have more than one Plan.<br />

Customer Assets<br />

Numbers Change £m Change<br />

over one year<br />

over one year<br />

Investment Plan 9,852 7% 157 57%<br />

PEP 18,772 (2%) 682 26%<br />

ISA 16,881 5% 231 61%<br />

SIPP 4,341 12% 123 61%<br />

Total 36,215† 2% 1,193 39%


28<br />

Corporate Governance <strong>Report</strong><br />

Corporate Structure<br />

The Board<br />

Accountability and Audit<br />

Compliance with the<br />

Code of Best Practice<br />

Directors’ Biographical<br />

Details<br />

In this section we report to you on our structure and<br />

corporate governance principles and processes. The<br />

statement regarding compliance with the Combined<br />

Code on Corporate Governance, as required by the<br />

rules of the UK Listing Authority, is on page 34.<br />

Corporate Structure<br />

Investment <strong>Trust</strong> Status<br />

The <strong>Alliance</strong> <strong>Trust</strong> PLC is an investment company. After each<br />

accounting period it seeks approval as an investment trust<br />

under the Taxes Acts from the Inland Revenue. Since receiving<br />

the last approval, which was for the year ended 31 January<br />

2003, the Company has conducted its affairs to enable it to<br />

continue to seek approval.<br />

Structure<br />

The Company has subsidiary companies, principally <strong>Alliance</strong><br />

<strong>Trust</strong> Savings Limited (“ATS”) and <strong>Alliance</strong> <strong>Trust</strong> (Finance)<br />

Limited (“ATF”). ATS, which is authorised and regulated by the<br />

Financial Services Authority, provides savings plans in the form<br />

of PEPs, ISAs, SIPPs and Investment Plans. ATF carries out the<br />

administration, as agent, of lease finance portfolios for third<br />

parties and acts as agent for the acquisition of supplies<br />

required by the Group and The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (“the<br />

Second <strong>Alliance</strong> <strong>Trust</strong>”).<br />

The Company operates in parallel with the Second <strong>Alliance</strong><br />

<strong>Trust</strong>. This arrangement goes back to just after the end of the<br />

First World War when another, smaller, Dundee company, then<br />

called the Western & Hawaiian Investment Company, came to a<br />

mutually beneficial arrangement with the Company to share<br />

office, administration and staff costs. In 1923 this, smaller,<br />

company changed its name to the Second <strong>Alliance</strong> <strong>Trust</strong>. Since<br />

then, and in order to avoid conflicts of interest, the investment<br />

objectives and portfolios of both companies have been<br />

substantially aligned and the directors of both companies are<br />

the same individuals. Should any potential conflict of interest<br />

arise, each company takes independent advice.<br />

Together, the <strong>Alliance</strong> <strong>Trust</strong> and the Second <strong>Alliance</strong> <strong>Trust</strong> own<br />

ATS and ATF, with the <strong>Alliance</strong> <strong>Trust</strong> having a 75% shareholding<br />

in both companies.


29<br />

The Board<br />

The <strong>Alliance</strong> <strong>Trust</strong> has a board of executive and non-executive<br />

directors who are collectively responsible for the Group. The<br />

board’s main duties are:<br />

• To set out the objectives of the Group. These are found on<br />

page 3.<br />

• To provide entrepreneurial leadership within a framework of<br />

prudent and effective controls which enables risk to be<br />

assessed and managed. How risk is managed is narrated on<br />

pages 33 to 34.<br />

• To set the standards and values of the Group and ensure<br />

that our obligations to our stockholders and others are<br />

understood and met.<br />

Executive Directors<br />

Alan Harden Chief Executive<br />

David Deards Finance Director<br />

Sheila Ruckley Director of Risk Management<br />

Alan Young Investment Director<br />

Gavin Suggett served as a director and Chief Executive until<br />

31 December 2003, when he retired from both offices. Alan<br />

Harden became a director and Chief Executive on 1 January<br />

2004. Gavin Suggett continues to be employed by the Company<br />

in a consultative capacity until his retirement from the<br />

Company in May 2004.<br />

The executive directors are full time salaried employees. The<br />

Chief Executive is responsible for the day-to-day running of the<br />

Group and in doing this he delegates responsibilities to the<br />

other executive directors and other managers.<br />

Non-executive Directors<br />

Bruce Johnston Chairman<br />

William Berry Senior Independent Director<br />

William Jack Chairman of the Audit Committee<br />

Lesley Knox Chairman of the Nomination Committee<br />

(from 1 February 2004)<br />

Christopher<br />

Masters Chairman of the Remuneration Committee<br />

The non-executive directors, who form a majority on the board,<br />

are not salaried employees. They receive fees in consideration<br />

for carrying out their duties.<br />

As well as those collective duties which they have as members<br />

of the board, the non-executive directors scrutinise the<br />

performance of the executive, monitor the integrity of the<br />

financial information, and satisfy themselves that financial<br />

controls and systems of risk management of the Group are<br />

robust and defensible. The non-executive directors, through the<br />

Remuneration Committee, also fix the remuneration of the<br />

executive directors and, through the Nomination Committee, are<br />

primarily responsible for succession planning.<br />

There is a division of responsibility between the Chairman,<br />

whose duty is to run the board effectively, and that of the Chief<br />

Executive, who is charged with running the business of the<br />

Group effectively. This separation of roles is documented in<br />

their respective job descriptions which are agreed by the board<br />

as a whole.<br />

The Senior Independent Director is the director to whom<br />

stockholders should turn if they have issues which they consider<br />

are not being dealt with by the Chairman or the Chief Executive.<br />

All the non-executives directors serve on committees of the<br />

board. The main committees are the Nomination Committee<br />

(page 30), the Remuneration Committee (page 30 and pages<br />

36-39) and the Audit Committee (page 33).<br />

At the conclusion of the Annual General Meeting on 30 April<br />

2004, Bruce Johnston will retire as a director. He will be<br />

succeeded in the Chairmanship of the Company by Lesley Knox.<br />

In order to maintain the majority of non-executive directors on<br />

the board, the directors propose to make another<br />

appointment shortly.


30<br />

Corporate Governance <strong>Report</strong><br />

Nomination Committee and Appointments<br />

During the year under review, there was no standing Nomination<br />

Committee, but committees of the board were formed for the<br />

recruitment of a new Chief Executive and for the nomination of<br />

a successor to Bruce Johnston as Chairman. It is the Company’s<br />

policy that the Chairman of the Company does not serve on any<br />

Nomination Committee dealing with the nomination of his<br />

successor, nor does any director proposed to succeed to<br />

such office.<br />

The committee which considered the choice of Chief Executive<br />

comprised Lesley Knox (Chairman), Bruce Johnston, Christopher<br />

Masters and Gavin Suggett. That considering the appointment<br />

of a new chairman comprised William Berry (Chairman), William<br />

Jack, Christopher Masters and Gavin Suggett.<br />

Both these committees determined the process which was<br />

followed for each nomination and each process was tailored<br />

according to the appointment under consideration. The executive<br />

directors were invited to give their views to the Nomination<br />

Committee and the decision on the appointment of any proposed<br />

director or of a chairman of the board was made by the board as<br />

a whole, taking into account the reports and recommendations<br />

made to it by the relevant Nomination Committee.<br />

A standing Nomination Committee has subsequently been<br />

constituted and this will deal with all future appointments. As<br />

at the date of reporting, the membership of this committee is<br />

as noted on page 35.<br />

Information and Professional Development<br />

All directors receive a formal induction to the affairs and<br />

business of the Group, which may include, where appropriate,<br />

meeting both with major institutional stockholders and private<br />

stockholders. Training and professional development courses are<br />

also made available as required.<br />

The Chairman ensures that all directors receive accurate, timely<br />

and clear information for board meetings and, with the<br />

company secretary, that good information inflows are<br />

maintained between the management and the board.<br />

Independence of Directors<br />

The board has carefully considered the guidance on<br />

independence of non-executive directors including the principle<br />

that independence is evidenced by an individual being<br />

independent of mind, character and judgement. Independence<br />

can be present regardless of any relationship or circumstance<br />

which may give rise to a presumption that it is absent, such as<br />

length of service on the board for a longer period than is<br />

currently recommended.<br />

The board considers that all of the non-executive directors,<br />

including William Berry who has been a director for more than<br />

nine years, are indeed independent of mind, character and<br />

judgement and satisfy the independence test.<br />

Meetings<br />

The directors meet formally on a regular basis. Ad hoc meetings<br />

may also be convened, and the committees of the board meet<br />

as required to discharge their specific duties.<br />

Decision Making<br />

Delegation to the executive is necessary for the efficient<br />

running of the Group. While the Chief Executive and his team<br />

are responsible for operational matters generally, there are some<br />

issues which are specifically reserved for decision of the board<br />

as a whole, whether or not they are operational. This may be<br />

because of their strategic importance (such as borrowings or<br />

commencing a new business), their significance (such as<br />

changes in the Group’s management structure), or their<br />

reputational sensitivity (such as litigation).<br />

Audit Committee<br />

Please refer to page 33.<br />

Remuneration Committee<br />

The Remuneration Committee fixes, on behalf of the Board, the<br />

remuneration of the executive directors and makes<br />

recommendations to the board on the framework of executive<br />

remuneration in the Group. The Committee members are<br />

Christopher Masters (Chairman since October 2003), William Berry<br />

(Chairman until October 2003), William Jack and Lesley Knox.<br />

For more detail on the remuneration of directors and the role of<br />

the Remuneration Committee, please refer to the Directors’<br />

Remuneration <strong>Report</strong> on pages 36 to 39.<br />

Executive Committee<br />

An executive committee, appointed by the Chief Executive,<br />

considers and assists in day-to-day matters concerning the<br />

running of the Group. The committee comprises all the<br />

executive directors and<br />

Neil Anderson ATS Head of Operations<br />

Colin Beveridge Chief Investment Manager<br />

Kevin Dann ATS Managing Director<br />

Ian Goddard Company Secretary


31<br />

Material Interests<br />

During the year, no director had any material interest in any<br />

contract, being a contract of significance, with the Company or<br />

any subsidiary company or was connected to any adviser or<br />

supplier who had such an interest.<br />

Re-election of Directors<br />

All appointments to the board are subject to approval by the<br />

stockholders at the Annual General Meeting (“AGM”) next<br />

following the appointment. Additional to the requirements of<br />

the Articles of Association, the board has resolved that all<br />

directors subject themselves to re-election by the stockholders<br />

at least every three years.<br />

At the AGM on 30 April 2004, a resolution incorporating this<br />

principle into the Articles of Association will be put to the<br />

stockholders for approval. At the meeting, Alan Harden will<br />

stand for election, this being the first Annual General Meeting<br />

since his appointment. Sheila Ruckley, William Berry and<br />

William Jack will retire by rotation and stand for re-election.<br />

Alan Harden and Sheila Ruckley have contracts of service with<br />

the Company which are terminable by the Company on one<br />

year’s notice. William Berry and William Jack do not have<br />

service contracts.<br />

Biographical details of the directors are on page 35.<br />

Stockholders are referred to the Notice of the AGM, which is a<br />

separate document from this report and which gives more<br />

information about the directors to be re-elected. The notice<br />

also includes a proposal for the Company to be given power to<br />

take out liability insurance for directors and officers, which is<br />

not presently held.<br />

Directors’ Stockholdings<br />

All directors must hold at least 200 ordinary stock units. Details<br />

of their holdings are shown in the table below.<br />

No director has any interest in the Company’s preference stocks<br />

or debenture stock. No director, nor any member of any director’s<br />

immediate family, has been granted options to subscribe for<br />

stock or debentures in the Company, or in any Group company.<br />

Directors interests<br />

(ordinary stock units of 25p)<br />

As at 1 February 2003<br />

*or date of appointment<br />

As at 31 January 2004<br />

Acquired between<br />

31 January 2004 and<br />

11 March 2004<br />

Non- Non- Non-<br />

Beneficial Beneficial Beneficial Beneficial Beneficial Beneficial<br />

Bruce Johnston 2,134 15,186 2,192 15,186 - -<br />

Alan Harden 76* - 372 - 153 -<br />

William Berry 2,212 500 2,913 500 - -<br />

David Deards 1,039 - 1,200 - 10 -<br />

William Jack 1,000 - 1,000 - - -<br />

Lesley Knox 511 - 770 - 32 -<br />

Christopher Masters 494 - 503 - - -<br />

Sheila Ruckley 1,587 - 1,840 - 10 -<br />

Alan Young 2,630 - 2,817 - 10 -<br />

Acquisition of stock between 31 January 2004 and 11 March 2004 has been pursuant to standing instructions<br />

through plans provided by ATS, and the All-Employee Share Incentive Plan.


32<br />

Corporate Governance <strong>Report</strong><br />

Relationships with Stockholders<br />

It is the board’s collective responsibility to ensure that a<br />

meaningful dialogue is maintained with stockholders.<br />

As well as meetings with institutional stockholders, which are<br />

largely conducted by the Chairman, Chief Executive and the<br />

Finance Director, the executive directors meet with private<br />

stockholders at investor seminars which are held throughout<br />

the UK. It is customary for the Chairman, or one or more of the<br />

other non-executive directors, also to attend these seminars.<br />

The Investor Relations programme also includes meetings with<br />

stockbrokers and investment analysts.<br />

The AGM is a forum for all those who hold stock in the Company<br />

and we encourage attendance and participation by all stockholders,<br />

including those who hold their stock through nominees.<br />

All beneficial owners of stock through ATS are given the<br />

opportunity, using a letter of direction, and at no charge, to<br />

instruct a proxy vote to be cast for them. Whilst company law<br />

does not provide for such beneficial owners to vote on a show<br />

of hands, those attending the AGM are given a “courtesy show<br />

of hands vote” at the meeting, in order that the directors can<br />

be made aware of how they would vote on a show of hands, if<br />

so allowed by company law.<br />

We are required to report to you which stockholders have told<br />

us that they own more than 3% of our ordinary stock. Where<br />

the stock is in a nominee for beneficial owners who retain<br />

voting rights, the holding must be notified to the Company<br />

when it reaches 10% of the ordinary stock.<br />

Below we give a table which shows who has notified us of a 3%<br />

or more holding. It also states the percentage of stock held by<br />

the nominee for the ATS customers who retain voting rights.<br />

Ordinary stock units<br />

notified as at 11 March 2004<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings Limited 8,514,626 (16.89%)<br />

DC Thomson & Co Ltd 3,241,503 (6.43%)<br />

The Standard Life<br />

Assurance Company 1,739,553 (3.45%)<br />

Legal & General Investment<br />

Management Company 1,518,366 (3.01%)<br />

Political and Charitable Donations<br />

Corporate Social Responsibility<br />

In carrying out our activities and in our relationships with our<br />

employees, suppliers and community, we aim to conduct<br />

ourselves responsibly, ethically and fairly and in a manner<br />

which we ourselves would like to be treated.<br />

Payment of Creditors<br />

We always try to achieve favourable terms when buying<br />

supplies. Contracts and payment terms are carefully scrutinised<br />

and we pay in accordance with the contract which is agreed,<br />

which may be the suppliers’ own terms. Investment purchases<br />

are settled in accordance with the terms of the exchanges on<br />

which the investments are listed. The Group has not adopted<br />

any code or standard on payment practice.<br />

The Group anticipates no change in its purchasing practices in<br />

the current financial year.<br />

At 31 January 2004 the Company had no trade creditors. ATS,<br />

its principal operating subsidiary, had trade creditors equivalent<br />

to 20 (13) days of average purchases.<br />

Green Disclosures<br />

In carrying out our activities over the last year, our UK<br />

greenhouse gas emissions by reason of the Group’s activities<br />

(office heat and power requirements and employee travel),<br />

calculated in accordance with reporting guidelines issued by the<br />

Department of Environment, Transport and the Regions, amounted<br />

to 123 (120) tonnes of carbon dioxide. This is the equivalent of<br />

operating 10.9 (10.7) three bar electric fires for a year.<br />

We are often asked whether the investment managers take<br />

environmental factors into consideration when making<br />

investments. Information is given on page 9.<br />

Voting<br />

It is the Company's policy to exercise, wherever practical, its<br />

vote at meetings of companies in which it owns shares. Any<br />

proposal to vote against the recommendations of the board of<br />

the company in which the shares are held requires the approval<br />

of an executive director. Decisions to vote against such<br />

recommendations are reported to the board. More information is<br />

given on page 9, together with information on social<br />

responsibility in the context of investment decisions.<br />

We do not make political or charitable donations. We are<br />

members of ProShare, which has charitable status, because it<br />

promotes the rights of private stockholders and we use its<br />

connections and expertise. We paid £6,494 to ProShare this<br />

year, and the same last year.


33<br />

Accountability and Audit<br />

Directors’ Responsibility for the Accounts<br />

The directors are required by law to prepare financial<br />

statements which give a true and fair view of the state of<br />

affairs of the Company and the Group at the end of the<br />

financial year and of the revenue and cash flows for the year.<br />

In addition, the directors are responsible for ensuring that<br />

adequate accounting records are maintained, for safeguarding<br />

the assets of the Group and for taking reasonable steps for the<br />

prevention and detection of fraud or other irregularities.<br />

The Company and the Group have, in the opinion of the<br />

directors, adequate resources to continue operation as a going<br />

concern for the foreseeable future, and the financial statements<br />

of the Company and the Group for the year ended 31 January<br />

2004 have been prepared on that basis.<br />

The directors confirm that suitable accounting policies,<br />

consistently applied and supported by reasonable and prudent<br />

judgements and estimates, have been used in their preparation<br />

and that applicable accounting standards have been followed.<br />

Audit Committee<br />

The Audit Committee's duties include reviewing and reporting to<br />

the board on:<br />

• The annual and interim financial statements and the<br />

accounts, together with the form of proposed<br />

announcements and reports relating to the Company's<br />

financial performance.<br />

• Compliance with banking and financial services legislation.<br />

• The integrity and effectiveness of accounting and financial<br />

controls and the system of internal control, including the<br />

process for assessing and managing risk.<br />

The Committee has a specific function to review the scope and<br />

effectiveness of the audits which are carried out by the external<br />

and internal auditors. It reviews the independence and<br />

objectivity of the external auditors, supervises the function of<br />

the internal audit and facilitates the work of both the external<br />

and internal auditors. During the year, the Committee put the<br />

external audit out to tender. The result of the tender process<br />

was that the stockholders should be asked to reappoint KPMG<br />

Audit Plc as auditor.<br />

The Audit Committee is also the forum where any member of<br />

staff may, in confidence, raise matters of concern about<br />

possible improprieties in matters such as financial reporting,<br />

and it has the power to investigate any matters raised.<br />

The committee members are William Jack (Chairman), William<br />

Berry, Lesley Knox and Christopher Masters.<br />

Risk Management and Internal Control<br />

It is the responsibility of the board to understand the nature<br />

and extent of the risks facing the Group. In so doing, the board<br />

is mindful that risk must be considered in the context of the<br />

objective and activities of the Group. Risk is inherent in the<br />

opportunities which present themselves, and are sought out, in<br />

the attainment of what we seek to provide for stockholders.<br />

In considering risk and in the formulation of its risk policies,<br />

the board looks at the level of risk which it considers<br />

acceptable to bear in each risk category it identifies as being<br />

relevant to the activities of the Group. In assessing the level of<br />

risk, the board looks at the probability of the risks concerned<br />

materialising and their potential impact. A process is put in<br />

place to evaluate and manage risks within a framework which<br />

takes into account the costs of operating particular controls<br />

relative to the benefit obtained. This process is a continuum.<br />

Thus the balance between risk and return is managed in a<br />

prudent manner, which does not conflict with the objectives of<br />

the Group or compromise compliance with statute and regulatory<br />

provision or adherence to good business management.<br />

In January 2004, the board charged one of the executive<br />

directors, Sheila Ruckley, with responsibility for risk<br />

management in the organisation.<br />

Central to the risk management framework is nurturing a culture<br />

which promotes honesty and integrity and favours compliance<br />

as a positive aid to business. Embedding an understanding of<br />

risk means that staff take responsibility for the management of<br />

risk in the areas for which they are responsible. This is done in<br />

the context of the board’s risk policies and an agreed policy for<br />

the risk management processes in each area.<br />

A sound system of internal control fits into the framework of<br />

risk management. The board confirms that procedures which<br />

accord with the guidance published in 1999 (the Turnbull<br />

guidance) for compliance with principle D of the Combined Code<br />

(internal control) have been in place for the year under review<br />

and continue to be in place.


34<br />

Corporate Governance <strong>Report</strong><br />

These procedures include a review by the board, on at least an<br />

annual basis, of the scope and effectiveness of the system for<br />

internal control. This includes a review of financial, operational<br />

and compliance controls as well as of significant business risks<br />

and any changes in the nature and extent of those risks since<br />

the last review.<br />

No system of internal control can give an absolute assurance<br />

misstatement or loss. It should prevent or detect areas of<br />

shortcoming and minimise the risk of loss through<br />

incompetence, neglect of duty, mistake or fraud.<br />

The main control mechanisms in place include:-<br />

• Separation of the roles of Chairman and Chief Executive on<br />

the board.<br />

• Strong non-executive directors and a robust Audit Committee.<br />

• Clear departmental structures, backed up by interdepartmental<br />

support functions.<br />

• Clear authorisation limits.<br />

• Segregation of duties such that no one person can control<br />

or influence all aspects of one function, or carry out and<br />

settle any transaction.<br />

• A rolling internal audit and compliance monitoring programme<br />

with reports on matters reviewed given directly to the Chief<br />

Executive, Chairman and Chairman of the Audit Committee.<br />

Investment Risk and Financial Instruments<br />

Risk is inherent in all forms of investment which aim to give a<br />

financial return. We seek to manage this risk primarily through<br />

a judicious choice of investments diversified across different<br />

business sectors and economies. Notwithstanding<br />

diversification, in the short-term the aggregate valuation of<br />

these investments is subject to considerable fluctuation in<br />

response to changes in, for example, inflation, interest rates,<br />

currencies and market sentiment. Cumulative effects of dividend<br />

income and its reinvestment, along with long term growth can<br />

compensate for short term fluctuations in capital value.<br />

Compliance with the Code<br />

of Best Practice<br />

Pages 28-35 of this report, together with the directors<br />

remuneration report on pages 36-39, disclose the application by<br />

the Company of the Combined Code on Corporate Governance,<br />

as required by the UK Listing Authority.<br />

The Combined Code which applies to the Company for the<br />

reporting year to 31 January 2004 is now defined by the UK<br />

Listing Authority as the “Hampel Code”.<br />

The board reports that it has complied with the Hampel Code<br />

except in two matters:<br />

In the year to 31 January 2004, performance related pay did<br />

not form a substantial part of the executive directors’<br />

remuneration. This is explained in the Directors’ Remuneration<br />

<strong>Report</strong> on page 37.<br />

During the year there was no standing Nomination Committee.<br />

As explained on page 30, two appointments were considered for<br />

which separate Nomination Committees were appointed. The<br />

membership of each committee was tailored to the post in<br />

question so that the most relevant board experience was<br />

brought to bear.<br />

In July 2003, revisions to the Hampel Code were announced by<br />

the UK Listing Authority. The revised Code, defined as the<br />

”2003 FRC Code” applies for reporting periods which commence<br />

on or after 1 November 2003. Accordingly the board will report<br />

on its compliance with the 2003 FRC Code in its report for the<br />

year ended 31 January 2005.<br />

By order of the Board<br />

Ian Goddard, Secretary<br />

Dundee, 22 March 2004<br />

The Company does not seek to enhance returns by engaging in<br />

trading activity itself, although it invests in companies that<br />

trade. The Company may borrow and may make use of financial<br />

instruments and derivatives in order to enhance returns or to<br />

mitigate risks. Borrowing, financial instruments and derivatives<br />

carry their own risks, which must be managed effectively.<br />

During the last financial year, we did not borrow or use any<br />

financial instruments or derivatives.


Directors<br />

35<br />

Bruce W M Johnston (Chairman) CA (65) Joined the board 1991; appointed Chairman 1996 Pictured centre<br />

Bruce Johnston was a partner in the chartered accountancy firm, Arthur Young (now Ernst & Young), between 1970 and 1986, where he<br />

concentrated on audit and advisory work for companies and private clients. He then moved to the commercial sector and was, until 1996,<br />

Executive Chairman of City Centre Restaurants plc, where he combined general management with responsibility for finance and investor relations.<br />

Other directorships include Mid Wynd International Investment <strong>Trust</strong> PLC.<br />

Non-Executive Directors From left to right<br />

William Berry MA LLB WS (64)<br />

Joined the board 1994; Senior Independent Director ■●<br />

William Berry is a solicitor and the former chairman of Murray Beith<br />

Murray, an Edinburgh Law firm which has an important investment<br />

presence, managing and administering funds for many private clients. He<br />

is Senior Governor of St Andrews University and was formerly chairman of<br />

Scottish Life Assurance Company.<br />

Other directorships include Fleming Continental European Investment <strong>Trust</strong><br />

PLC and The Scottish American Investment Company PLC.<br />

William H Jack (59)<br />

Joined the board 2000; Chairman of the Audit Committee ■● ▲<br />

William Jack joined the General Accident Fire & Life Assurance Company in<br />

1973, and was the managing director of GA Life (subsequently CGU Life),<br />

with the responsibility for the UK Life and unit trust business, from 1991<br />

to 2000.<br />

Other directorships include Skipton Group Holdings.<br />

Lesley M S Knox (50)<br />

Joined the board 2001; Chairman of the Nomination Committee ■ ● ▲<br />

Lesley Knox qualified as a lawyer and worked in the UK and USA advising<br />

companies on a range of commercial matters. Subsequently she worked as<br />

a corporate finance adviser first with Kleinwort Benson where in 1996 she<br />

became a group director and then as a founder director of British Linen<br />

Advisers. She was also Head of Institutional Asset Management at<br />

Kleinwort Benson Investment Management which provided investment<br />

services to clients world wide.<br />

Other directorships include Hays PLC, HMV Group PLC and MFI Furniture<br />

Group PLC.<br />

Christopher Masters CBE FRSE (56)<br />

Joined the board 2002; Chairman of the Remuneration Committee ■● ▲<br />

Christopher Masters took his doctorate in Chemistry at Leeds University and<br />

worked for Shell Research BV in the Netherlands and then Shell Chemicals<br />

in the UK. He joined Christian Salvesen as business development manager<br />

before becoming director of planning for their US operation and then Chief<br />

Executive from 1989 to 1997. He was then appointed Executive Chairman<br />

of Aggreko PLC, a post he held until January 2002. He chairs the Scottish<br />

Higher Education Funding Council and the Festival City Theatres’ <strong>Trust</strong>.<br />

Other directorships include British Assets <strong>Trust</strong> PLC and John Wood<br />

Group PLC.<br />

Executive Directors From left to right<br />

Alan J Harden (46) ▲<br />

Joined the Company 2003; Chief Executive 2004<br />

Alan Harden started his career in the investment industry in 1978 with Abbey<br />

Life and JBI in the UK, Europe and Cyprus; before joining Wardley (part of<br />

HSBC) in 1984, running the asset management department in Cyprus, before<br />

moving to Dubai UAE, and then to Hong Kong as senior investment manager.<br />

In 1990 he joined Standard Chartered Bank as Managing Director of Scimitar<br />

Asset Management based in Singapore, responsible for activities and assets in<br />

South East Asia. In 1994 he became Global Head of Investment Services,<br />

leading Standard Chartered to become the largest fund distributor in Asia. In<br />

2000 he moved to Citigroup, and from his base in Japan, was head of the<br />

asset management business in the Asia Pacific region and a member of the<br />

Global Executive Committee. He joined the <strong>Alliance</strong> <strong>Trust</strong> in November 2003<br />

and was appointed to the Board on 1 January 2004, the date on which he<br />

took up the responsibilities of Chief Executive.<br />

Alan M W Young MA LLB (57)<br />

Joined the Company 1986; appointed to the board 1992<br />

Alan Young read law at Edinburgh and worked in London at Buckmaster &<br />

Moore, stockbrokers, before joining the investment department at Gartmore<br />

as an analyst and fund manager. He became a director of Gartmore’s pension<br />

and investment trust management arm in 1983. On joining the <strong>Alliance</strong><br />

<strong>Trust</strong> he managed the UK and European portfolios before becoming the<br />

director responsible for investment policy.<br />

Sheila M Ruckley MA LLB DLP (54)<br />

Joined the Company 1988; appointed to the board 2000<br />

Sheila Ruckley studied history and philosophy in the UK and USA before<br />

qualifying as a solicitor. After joining the <strong>Alliance</strong> <strong>Trust</strong>s she became<br />

secretary of the Company and compliance officer of the savings business,<br />

before becoming responsible for the introduction of the Select Pension.<br />

Initially appointed a director to develop the investor relations function<br />

within the organisation, she was, in January 2004, appointed Director of<br />

Risk Management, retaining responsibility for investor relations.<br />

David A Deards BA ACA (44)<br />

Joined the Company and the board 2003<br />

David Deards read zoology at Oxford and qualified as a chartered accountant<br />

with Arthur Young (now Ernst & Young) before joining Ansbacher & Co where<br />

he gained considerable experience in corporate finance and banking and<br />

investment product development, and became a director of Ansbacher & Co<br />

in 1995. He joined the <strong>Alliance</strong> <strong>Trust</strong> as Finance Director in 2003.<br />

■ Member of the Remuneration Committee ● Member of the Audit Committee ▲ Member of the standing Nomination Committee<br />

All are also Directors of <strong>Alliance</strong> <strong>Trust</strong> Savings Limited and The Second <strong>Alliance</strong> <strong>Trust</strong> PLC


36<br />

Directors’ Remuneration <strong>Report</strong><br />

Remuneration Framework<br />

Non-Executive Directors<br />

Executive Directors<br />

Performance Related<br />

Remuneration<br />

Remuneration and<br />

Pension Entitlement<br />

Company Performance<br />

Graph<br />

Audit Statement<br />

In this section, we report to you on the remuneration<br />

of the directors in the year to 31 January 2004. At<br />

the AGM, the stockholders will be asked to approve<br />

this report. The vote is advisory and will not affect<br />

the remuneration which has been paid.<br />

Remuneration Framework<br />

For all directors, the Company's policy is that remuneration<br />

should be set at a level to attract and retain individuals of high<br />

calibre, and that it should reflect their respective<br />

responsibilities. All directors are appointed on the basis that<br />

they are competent to do the job, motivated by the alignment<br />

of their own interest with that of the stockholders, and have<br />

the potential to deliver the objectives of the Group.<br />

To understand the framework for paying directors, we must look<br />

at the non-executive and executive directors separately. This is<br />

because they have different roles on the board, as explained on<br />

page 29.<br />

Non-executive Directors<br />

Non-executive directors are not salaried employees. They do not<br />

have employment contracts but written terms of appointment,<br />

and they receive fees. It is the Company’s policy that this<br />

remuneration structure should continue for the following<br />

financial year.<br />

The maximum aggregate amount of fees which can be paid to<br />

the non-executives each year has to be approved by the<br />

stockholders at a general meeting, such as an AGM, in accordance<br />

with the Articles of Association. It is currently £120,000.<br />

Within this aggregate, the board as a whole determines what<br />

the Chairman and each of the other non-executives should<br />

receive. No individual plays a part in the decision on his or her<br />

own remuneration. Independent consultants advise on issues of<br />

comparability, taking into account the location of the Group<br />

and the nature of the duties to be performed.<br />

The fees paid to the individual non-executive directors are set<br />

out in the table on the next page.


37<br />

Fees Paid to<br />

Non-executive Directors † £<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Bruce Johnston (Chairman) 36,000 30,000 36,000 22,500<br />

William Berry 18,000 15,250 18,000 11,500<br />

William Jack 18,000 15,250 18,000 11,500<br />

Lesley Knox* 18,000 15,250 18,000 11,500<br />

Christopher Masters (appointed November 2002) 18,000 3,219 18,000 2,428<br />

W Nelson Roberston (retired April 2002) - 3,643 - 2,747<br />

108,000 82,612 108,000 62,175<br />

† Non-executive directors also receive fees from the Second <strong>Alliance</strong> <strong>Trust</strong> for services as directors of<br />

that company.<br />

* Until December 2002 fees in respect of Lesley Knox’s services were paid to British Linen Advisers.<br />

From January 2003 the fees were paid to her personally. British Linen Advisers did not provide<br />

services to any company in the Group.<br />

Executive Directors<br />

Executive directors are salaried employees. They do not receive<br />

any fees as directors. The level of their salaries is not laid down<br />

in the Articles of Association, but is determined by the<br />

Remuneration Committee of the board, which is composed<br />

entirely of the independent non-executive directors and is<br />

chaired by Christopher Masters. No director is involved in<br />

deciding his or her own remuneration.<br />

The Remuneration Committee takes advice from independent<br />

consultants on the comparability of executive directors’ salaries.<br />

Such advice may include advice on pension and remuneration<br />

issues generally as they affect all staff of the Group and in 2003<br />

was provided by Watson Wyatt LLP.<br />

Each of the executive directors has a contract of employment.<br />

These contracts are available for inspection at the Company’s<br />

registered office during normal business hours, as well as prior<br />

to and at the AGM.<br />

Some features of the executives’ contracts are:<br />

• They are terminable on one year’s notice by the Company<br />

and on six months’ notice by the director.<br />

• Alan Harden’s contract contains express mitigation provisions<br />

should his contract be terminated on shorter notice.<br />

• The other executive directors have acknowledged in writing<br />

that they have a duty to mitigate loss in the event of early<br />

termination and the Remuneration Committee has a<br />

responsibility to take into account this duty before deciding<br />

upon compensation.<br />

• All executive directors must retire at age 60.<br />

The remuneration packages of the executive directors are<br />

common to all employees and comprise:<br />

• Salary, which is set at a level to reflect individual<br />

responsibility and performance and is reviewed annually.<br />

• Defined benefit pension arrangements after six<br />

months service.<br />

• Death in service insurance and, after six months service,<br />

disability insurance. These are insured benefits which have<br />

no value on leaving service.<br />

• Private health care which extends to any spouse and any<br />

unmarried children under 25.<br />

• After six months’ service, ordinary stock units in the Company<br />

awarded in terms of the All-Employee Share Incentive Plan.<br />

The maximum allocation is stock to the value of £3,000 in<br />

any one year. Performance targets are set annually.<br />

Performance Related Remuneration<br />

The Company does not currently comply with that part of the<br />

Combined Code on Corporate Governance which states that a<br />

significant proportion of the remuneration package for executive<br />

directors should link rewards to corporate and individual<br />

performance. Although the board considers that the<br />

remuneration packages, disclosed above and in the tables on<br />

the next page, have provided sufficient incentive to the<br />

relevant directors to perform at the highest level, it has<br />

requested that the Remuneration Committee undertakes a<br />

review of directors' remuneration and benefits, including the<br />

present policy on performance related remuneration.


38<br />

Directors’ Remuneration <strong>Report</strong><br />

Remuneration and Pension Entitlement<br />

Remuneration Received<br />

by Executive Directors † £<br />

(Group and Company)<br />

Date of Contract<br />

Salary<br />

2004<br />

Taxable<br />

Benefits<br />

2004<br />

Share<br />

Incentive<br />

Plan<br />

Total<br />

2004<br />

Total<br />

2003<br />

Alan Harden (appointed 1 January 2004) 15 October 2003 14,688 47 - 14,735 -<br />

David Deards (appointed 1 January 2003) 22 November 2002 97,500 551 512 98,563 8,169<br />

Sheila Ruckley 31 January 2001 85,875 655 1,024 87,554 85,307<br />

Gavin Suggett* (retired 31 December 2003) 6 November 1987 140,187 751 938 141,876 150,307<br />

Alan Young 6 November 1987 123,500 819 1,024 125,343 123,432<br />

461,750 2,823 3,498 468,071 367,215<br />

† Executive directors are also remunerated by the<br />

Second <strong>Alliance</strong> <strong>Trust</strong>.<br />

* Highest paid director during the year.<br />

Executive Directors’ Pensions £<br />

Accumulated Total Accrued<br />

Inflation Adjusted<br />

Pension per Annum Transfer Values Increase in Year<br />

31 January<br />

2003<br />

31 January<br />

2004<br />

31 January<br />

2003<br />

Changes<br />

31 January<br />

2004<br />

Accrued<br />

Pension<br />

Transfer<br />

Value<br />

Alan Harden (appointed 1 January 2004) - - - - - - -<br />

David Deards (appointed 1 January 2003) - 1,340 - 10,291 10,291 - -<br />

Sheila Ruckley 20,123 22,065 219,751 72,616 292,367 1,600 21,200<br />

Gavin Suggett (retired 31 December 2003) 95,168 101,177 1,623,614 304,348 1,927,962 4,392 83,691<br />

Alan Young 49,420 53,167 694,327 157,207 851,534 2,906 46,543<br />

The transfer values of the accrued pensions and the transfer<br />

values of the inflation adjusted increases in the accrued<br />

pensions in the period have been calculated by the actuary of<br />

the scheme in accordance with actuarial guidance note GN11.<br />

The changes in the transfer values between 31 January 2003<br />

and 31 January 2004 are significantly influenced by the<br />

assumptions underlying their calculation and market conditions.<br />

The disclosure of the increases in the inflation adjusted accrued<br />

pensions and the transfer values of those increases is a<br />

requirement of the UK Listing Authority. The other disclosures<br />

are required by the Companies Act 1985.<br />

Gavin Suggett was credited with 4 years’ pensionable service in<br />

November 1973. 5 years were added in February 1983 when the<br />

pensionable service of scheme members was adjusted to equalise<br />

male and female retirement ages at 60. Both enhancements<br />

accrue evenly over the period to his 60th birthday.<br />

Alan Young was credited with 5 years’ pensionable service in<br />

August 1988. It is funded as to 2 years 1 month by a transfer<br />

in from a scheme connected with previous employment and 2<br />

years 11 months by a discretionary increase. His service is also<br />

being enhanced by six months in respect of each actual year of<br />

service over a period of 10 years ending on his 60th birthday.<br />

His pensionable salary, like that of Sheila Ruckley, is not<br />

subject to the earnings cap as they both joined the pension<br />

scheme before June 1989. This also applies to Gavin Suggett.<br />

Alan Harden, appointed on 1 January 2004, becomes eligible to<br />

join the pension scheme on 1 May 2004. His pension benefits<br />

will be funded on the basis of a 1/30th accrual rate, which is<br />

twice that of the normal accrual rate for scheme members.


39<br />

Company Performance Graph<br />

We are required to show a graph of the performance of the<br />

Company compared to a broad equity market index. The graph<br />

below compares the total return on the Company’s ordinary<br />

stock to the FTSE All-Share Index.<br />

The Company does not seek to track the FTSE All-Share Index. It<br />

is not used as a benchmark, nor is the directors’ performance<br />

measured against it. It has been chosen to comply with the<br />

requirement because it is a measure which we consider to be<br />

well known to our stockholders. In looking at the stock price<br />

total return it has to be borne in mind that the Company’s<br />

assets will not necessarily perform in line with the Index.<br />

Audit statement<br />

The tables on page 37 and 38, together with the footnotes<br />

relating to them, have been audited by the Company’s auditor<br />

whose report is on page 40.<br />

By order of the Board<br />

Ian Goddard, Secretary<br />

Dundee, 22 March 2004<br />

The FTSE All-Share Index is a UK equity index, whereas a<br />

substantial part of the Company's assets are invested overseas<br />

and may not be fully invested in equities. In addition, the<br />

return on the Company's ordinary stock is partly determined by<br />

supply and demand for the stock on the stock market. This<br />

return may not equate to the return achieved by the Company<br />

on its assets.<br />

Company Performance Graph<br />

31 January 1999 to 31 January 2004<br />

120<br />

110<br />

100<br />

Total Return on<br />

ordinary stock<br />

90<br />

80<br />

70<br />

Total Return on the<br />

FTSE All-Share Index<br />

60<br />

31 Jan<br />

1999<br />

31 Jan<br />

2000<br />

31 Jan<br />

2001<br />

31 Jan<br />

2002<br />

31 Jan<br />

2003<br />

31 Jan<br />

2004<br />

Source: Thomson Financial Datastream<br />

The total return on ordinary stock is the theoretical growth in value<br />

over five years, assuming that gross dividends are fully reinvested, and<br />

ignoring re-investment charges. The total return on the index is the<br />

theoretical aggregate in value of the index constituents.


40<br />

<strong>Report</strong> of the Auditor<br />

Independent Auditor’s <strong>Report</strong> to the<br />

Members of The <strong>Alliance</strong> <strong>Trust</strong> PLC<br />

We have audited the financial statements on pages 41 to 51.<br />

We have also audited the information in the directors’<br />

remuneration report that is described as having been audited.<br />

This report is made solely to the Company’s members, as a<br />

body, in accordance with section 235 of the Companies Act<br />

1985. Our audit work has been undertaken so that we might<br />

state to the Company’s members those matters we are required<br />

to state to them in an auditor’s report and for no other<br />

purpose. To the fullest extent permitted by law, we do not<br />

accept or assume responsibility to anyone other than the<br />

Company and the Company’s members as a body for our audit<br />

work, for this report, or for the opinions we have formed.<br />

Respective Responsibilities of Directors<br />

and Auditors<br />

The directors are responsible for preparing the Annual <strong>Report</strong><br />

and the Directors’ Remuneration <strong>Report</strong>. As described on page<br />

33, this includes responsibility for preparing the financial<br />

statements in accordance with applicable United Kingdom law<br />

and accounting standards. Our responsibilities, as independent<br />

auditors, are established in the United Kingdom by statute, the<br />

Auditing Practices Board, the Listing Rules of the Financial<br />

Services Authority, and by our profession’s ethical guidance.<br />

We report to you our opinion as to whether the financial<br />

statements give a true and fair view and whether the financial<br />

statements and the part of the Directors’ Remuneration <strong>Report</strong><br />

to be audited have been properly prepared in accordance with<br />

the Companies Act 1985. We also report to you if, in our<br />

opinion, the directors’ report is not consistent with the<br />

financial statements, if the Company has not kept proper<br />

accounting records, if we have not received all the information<br />

and explanations we require for our audit, or if information<br />

specified by law regarding directors’ remuneration and<br />

transactions with the Group is not disclosed.<br />

We review whether the statement on pages 28 to 35 reflects the<br />

Company’s compliance with the seven provisions of the<br />

Combined Code specified for our review by the Listing Rules,<br />

and we report if it does not. We are not required to consider<br />

whether the board’s statements on internal control cover all<br />

risks and controls, or form an opinion on the effectiveness of<br />

the Group’s Corporate Governance procedures or its risks and<br />

control procedures.<br />

We read the other information contained in the Annual <strong>Report</strong>,<br />

including the Corporate Governance statement and the<br />

unaudited part of the Directors’ Remuneration <strong>Report</strong>, and<br />

consider whether it is consistent with the audited financial<br />

statements. We consider the implications for our report if we<br />

become aware of any apparent misstatements or material<br />

inconsistencies with the financial statements.<br />

Basis of Audit Opinion<br />

We conducted our audit in accordance with Auditing Standards<br />

issued by the Auditing Practices Board. An audit includes<br />

examination, on a test basis, of evidence relevant<br />

to the amounts and disclosures in the financial statements and<br />

the part of the Directors’ Remuneration <strong>Report</strong> to be audited. It<br />

also includes an assessment of the significant estimates and<br />

judgements made by the directors in the preparation of the<br />

financial statements, and of whether the accounting policies are<br />

appropriate to the Group’s circumstances, consistently applied<br />

and adequately disclosed.<br />

We planned and performed our audit so as to obtain all<br />

the information and explanations which we considered<br />

necessary in order to provide us with sufficient evidence to give<br />

reasonable assurance that the financial statements and the part<br />

of the Directors’ Remuneration <strong>Report</strong> to be audited are free<br />

from material misstatement, whether caused by fraud or other<br />

irregularity or error. In forming our opinion we also evaluated<br />

the overall adequacy of the presentation of information in the<br />

financial statements and the part of the Directors’ Remuneration<br />

<strong>Report</strong> to be audited.<br />

Opinion<br />

In our opinion:<br />

• the financial statements give a true and fair view of the<br />

state of affairs of the Company and the Group as at 31<br />

January 2004 and of the total return of the Group for the<br />

year then ended; and<br />

• the financial statements and the part of the Directors’<br />

Remuneration <strong>Report</strong> to be audited have been properly<br />

prepared in accordance with the Companies Act 1985.<br />

KPMG Audit Plc<br />

Chartered Accountants<br />

Registered Auditor<br />

Edinburgh<br />

22 March 2004


Accounting Policies<br />

41<br />

1 Basis of Accounting<br />

The financial statements have been prepared under the<br />

historical cost convention, modified to include the revaluation<br />

of fixed assets. They assume the going concern basis of<br />

accounting and that the Company will continue to have<br />

approval as an investment trust. They have been drawn up in<br />

accordance with applicable accounting standards and with the<br />

Statement of Recommended Practice “Financial Statements of<br />

Investment <strong>Trust</strong> Companies.”<br />

The consolidated statement of total return and balance sheet<br />

include the financial statements of the Company and its<br />

subsidiary companies as at 31 January 2004, made up to the<br />

same date.<br />

2 Valuation of Fixed Assets<br />

Listed investments are valued at market prices or middle market<br />

prices as appropriate. Unlisted investments and mineral rights<br />

are valued by the board on the basis of market prices, latest<br />

dealings, stockbrokers’ valuations, petroleum consultants’<br />

valuations and accounting information as appropriate. Foreign<br />

assets and liabilities are valued using the middle rates of<br />

exchange ruling at the year end.<br />

Office premises are shown at the valuation as at 31 January<br />

2004 carried out by chartered surveyors on the basis of existing<br />

use value. No depreciation has been charged on this asset as,<br />

in the opinion of the board, any provision for depreciation<br />

would be immaterial in relation to the revenue for the year and<br />

the assets of the Company.<br />

3 Income<br />

Income from equity shares is brought into account on the<br />

ex-dividend date or, where no ex-dividend date is quoted, when<br />

the Company’s right to receive payment is established.<br />

Income includes any taxes deducted at source. Fixed returns on<br />

non-equity shares and debt securities are recognised on a time<br />

apportionment basis so as to reflect the effective yield on the<br />

investment. Where the Company has elected to receive its<br />

dividends in the form of additional shares rather than in cash,<br />

the amount of the cash dividend is recognised as income. Any<br />

excess in the value of the shares received over the amount of<br />

the cash dividend is recognised in capital reserves.<br />

4 Expenses and Interest<br />

Expenses and interest are accounted for on an accruals basis<br />

using the exchange rate applicable on payment where<br />

appropriate. Expenses are charged through the revenue account<br />

except where they directly relate to the acquisition or disposal<br />

of an investment, in which case they are added to the cost of<br />

the investment or deducted from the proceeds.<br />

5 Taxation<br />

Deferred tax is recognised at the standard rate of corporation<br />

tax, without discounting, in respect of all timing differences<br />

between the treatment of certain items for taxation and<br />

accounting purposes which have arisen but not reversed out by<br />

the balance sheet date. To the extent that timing differences<br />

will not be utilised, then deferred assets are not recognised.<br />

Because the Company intends each year to qualify as an<br />

investment trust under section 842 of the Income and<br />

Corporation Taxes Act 1988, no provision is made for deferred<br />

taxation in respect of the capital gains that have been realised,<br />

or are expected in the future to be realised, on the sale of fixed<br />

asset investments.<br />

6 Reserves<br />

Gains and losses on the realisation of investments and foreign<br />

currency are accounted for in the realised capital reserve.<br />

Increases and decreases in the valuation of investments held at<br />

the year end are accounted for in the unrealised capital reserve.<br />

7 Pension Costs<br />

The pension scheme is a defined benefit scheme and is open to<br />

all qualifying employees who have completed 6 months service.<br />

Contributions are charged against revenue. They are calculated<br />

by reference to actuarial valuations carried out for the trustees<br />

at intervals of not more than three years. They represent a<br />

charge to cover the accruing liabilities on a continuing basis.<br />

Foreign income is converted at the rate of exchange applicable<br />

on the appropriate date.<br />

Savings and pension plans charges are accounted for on the<br />

date on which the underlying transaction occurs.


42<br />

Consolidated Statement of Total Return<br />

£000<br />

2004 2004 2004 2003 2003 2003<br />

Notes Revenue Capital Total Revenue Capital Total<br />

Income<br />

UK dividends 28,771 – 28,771 26,046 – 26,046<br />

UK interest 1,442 – 1,442 1,815 – 1,815<br />

Overseas dividends 14,227 – 14,227 12,648 – 12,648<br />

Overseas scrip dividends – – – 74 – 74<br />

Mineral rights income 724 – 724 515 – 515<br />

Investment Income 1 45,164 – 45,164 41,098 – 41,098<br />

Deposit interest 3,896 – 3,896 5,087 – 5,087<br />

Savings and pension plans charges 1,899 – 1,899 1,974 – 1,974<br />

Miscellaneous 91 – 91 167 – 167<br />

Other Income 5,886 – 5,886 7,228 – 7,228<br />

Total Income 51,050 – 51,050 48,326 – 48,326<br />

Expenses<br />

Operating expenses (7,297) – (7,297) (6,381) – (6,381)<br />

Additional pension contribution – – – (641) – (641)<br />

Total expenses 2 (7,297) – (7,297) (7,022) – (7,022)<br />

Realised losses on investments 7 – (2,915) (2,915) – (22,006) (22,006)<br />

Increase(decrease) in unrealised appreciation 7 – 268,118 268,118 – (446,912) (446,912)<br />

Surplus on revaluation of office premises – 50 50 – – –<br />

Foreign exchange gains – 2,427 2,427 – 235 235<br />

Net Return Before Interest Payable and Taxation 43,753 267,680 311,433 41,304 (468,683) (427,379)<br />

Interest payable 3 (1,152) – (1,152) (1,120) – (1,120)<br />

Return Before Taxation 42,601 267,680 310,281 40,184 (468,683) (428,499)<br />

Taxation 4 (4,103) – (4,103) (4,104) – (4,104)<br />

Return After Taxation 38,498 267,680 306,178 36,080 (468,683) (432,603)<br />

Minority interest - equity (260) 73 (187) (289) (41) (330)<br />

38,238 267,753 305,991 35,791 (468,724) (432,933)<br />

Dividends on preference stock - non-equity 5 (97) – (97) (97) – (97)<br />

Return Attributable to Equity Stockholders 38,141 267,753 305,894 35,694 (468,724) (433,030)<br />

Dividend on ordinary stock - equity 5 (35,532) – (35,532) (35,028) – (35,028)<br />

Transfer to reserves 2,609 267,753 270,362 666 (468,724) (468,058)<br />

Notes Earnings Capital Total Earnings Capital Total<br />

Return per Ordinary Stock Unit 6 75.68p 531.26p 606.94p 70.82p (930.01p) (859.19p)


Company Statement of Total Return<br />

43<br />

£000<br />

2004 2004 2004 2003 2003 2003<br />

Notes Revenue Capital Total Revenue Capital Total<br />

Income<br />

UK dividends 28,771 – 28,771 26,046 – 26,046<br />

Dividends from subsidiary 638 – 638 1,275 – 1,275<br />

29,409 – 29,409 27,321 – 27,321<br />

UK interest 525 – 525 802 – 802<br />

Overseas dividends 14,227 – 14,227 12,648 – 12,648<br />

Overseas scrip dividends – – – 74 – 74<br />

Mineral rights income 724 – 724 515 – 515<br />

Investment Income 1 44,885 – 44,885 41,360 – 41,360<br />

Deposit interest 1,232 – 1,232 2,245 – 2,245<br />

Miscellaneous 25 – 25 10 – 10<br />

Other Income 1,257 – 1,257 2,255 – 2,255<br />

Total Income 46,142 – 46,142 43,615 – 43,615<br />

Expenses<br />

Operating expenses (4,301) – (4,301) (3,398) – (3,398)<br />

Additional pension contribution – – – (328) – (328)<br />

Total expenses 2 (4,301) – (4,301) (3,726) – (3,726)<br />

Realised losses on investments 7 – (2,915) (2,915) – (22,006) (22,006)<br />

Increase(decrease) in unrealised appreciation 7 – 268,333 268,333 – (447,360) (447,360)<br />

Surplus on revaluation of office premises – 50 50 – – –<br />

Foreign exchange gains – 2,427 2,427 – 235 235<br />

Net Return before Interest Payable and Taxation 41,841 267,895 309,736 39,889 (469,131) (429,242)<br />

Interest payable 3 (76) – (76) (84) – (84)<br />

Return before Taxation 41,765 267,895 309,660 39,805 (469,131) (429,326)<br />

Taxation 4 (3,669) – (3,669) (3,607) – (3,607)<br />

Return after Taxation 38,096 267,895 305,991 36,198 (469,131) (432,933)<br />

Dividends on preference stock – non-equity 5 (97) – (97) (97) – (97)<br />

Return Attributable to Equity Stockholders 37,999 267,895 305,894 36,101 (469,131) (433,030)<br />

Dividends on ordinary stock – equity 5 (35,532) – (35,532) (35,028) – (35,028)<br />

Transfer to reserves 2,467 267,895 270,362 1,073 (469,131) (468,058)<br />

Notes Earnings Capital Total Earnings Capital Total<br />

Return per Ordinary Stock Unit 6 75.40p 531.54p 606.94p 71.63p (930.82p) (859.19p)


44<br />

Balance Sheets<br />

£000<br />

Group Group Company Company<br />

Notes 2004 2003 2004 2003<br />

Fixed Assets 7<br />

Office premises 700 650 700 650<br />

Investments 1,466,143 1,155,412 1,475,418 1,162,289<br />

1,466,843 1,156,062 1,476,118 1,162,939<br />

Current Assets<br />

Debtors 9 13,533 10,095 7,085 4,570<br />

Bank deposits 101,221 136,914 25,479 73,907<br />

Cash at bank and in hand 1,607 3,169 460 503<br />

116,361 150,178 33,024 78,980<br />

Creditors: amounts falling due within one year 10 (97,385) (90,757) (32,871) (36,010)<br />

Net Current Assets 18,976 59,421 153 42,970<br />

Total Assets less Current Liabilities 1,485,819 1,215,483 1,476,271 1,205,909<br />

Creditors: amount falling due after more than one year<br />

4 1 /2% debenture stock 1956 or after<br />

- repayable at the Company’s option only 1,648 1,648 1,648 1,648<br />

Minority Interest - Equity 9,548 9,574 – –<br />

11,196 11,222 1,648 1,648<br />

Capital and Reserves<br />

Called-up share capital 5 14,800 14,800 14,800 14,800<br />

Capital reserve - realised 11 995,296 995,784 993,997 994,485<br />

Capital reserve - unrealised 11 418,838 150,597 434,542 166,159<br />

Revenue reserve 11 45,689 43,080 31,284 28,817<br />

Total Stockholders’ Funds 1,474,623 1,204,261 1,474,623 1,204,261<br />

1,485,819 1,215,483 1,476,271 1,205,909<br />

Total Stockholders’ Funds are attributable to:<br />

Equity stockholders 12 1,472,423 1,202,061 1,472,423 1,202,061<br />

Non-equity stockholders 12 2,200 2,200 2,200 2,200<br />

1,474,623 1,204,261 1,474,623 1,204,261<br />

Net Asset Value per Ordinary Stock Unit 6 £29.21 £23.85 £29.21 £23.85<br />

The financial statements on pages 41 to 51 were approved by the board on 22 March 2004 and were signed on its behalf by:<br />

Bruce W M Johnston<br />

Director<br />

Alan J Harden<br />

Director


Cash Flow Statements<br />

45<br />

£000<br />

Group Group Company Company<br />

Notes 2004 2003 2004 2003<br />

Operating Activities<br />

Investment income received 46,382 42,099 44,273 40,424<br />

Interest received 3,345 5,273 1,552 2,170<br />

Underwriting commission received 25 10 25 10<br />

Savings and pension plans charges 1,899 1,974 – –<br />

Miscellaneous income received 55 155 – –<br />

Net amounts received from depositors 9,023 9,318 – –<br />

Expenses (6,960) (7,252) (3,960) (3,716)<br />

Net Cash Inflow from Operating Activities 13 53,769 51,577 41,890 38,888<br />

Dividends from Subsidiary Company – – 638 1,275<br />

Servicing of Finance<br />

Interest paid (1,152) (1,120) (76) (84)<br />

Dividends paid on preference stocks (97) (97) (97) (97)<br />

Dividends paid to minority interests (213) (425) – –<br />

Net Cash Outflow from Servicing of Finance (1,462) (1,642) (173) (181)<br />

Taxation Paid (3,827) (4,312) (3,492) (3,700)<br />

Investing Activities<br />

Purchase of investments (178,067) (163,274) (173,515) (149,670)<br />

Disposal of investments 127,957 151,034 121,806 140,034<br />

Net Cash Outflow from Investing Activities (50,110) (12,240) (51,709) (9,636)<br />

Equity Dividends Paid (38,052) (35,028) (38,052) (35,028)<br />

Net Cash outflow before Management<br />

of Liquid Resources and Financing (39,682) (1,645) (50,898) (8,382)<br />

Management of Liquid Resources<br />

Cash uplifted from short-term deposits 15 38,120 845 50,855 6,491<br />

Decrease in Cash 14 (1,562) (800) (43) (1,891)


46<br />

Notes to the Financial Statements<br />

1 Investment income £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Listed UK 30,208 28,015 29,292 27,002<br />

Unlisted UK 5 4 642 1,279<br />

Listed overseas 14,227 12,564 14,227 12,564<br />

Unlisted overseas 724 515 724 515<br />

45,164 41,098 44,885 41,360<br />

2 Expenses £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Directors’ remuneration 576 450 576 430<br />

Staff costs 3,134 2,692 1,641 1,287<br />

Social security costs 310 250 185 142<br />

Regular pension contributions 789 732 416 374<br />

Additional pension contributions – 641 – 328<br />

Remuneration of auditor for audit 32 28 17 17<br />

Remuneration of auditor for regulatory reports on behalf of<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings Limited 4 4 – -<br />

Other 2,452 2,225 1,466 1,148<br />

7,297 7,022 4,301 3,726<br />

Details of directors’ remuneration are given on pages 36 to 39. The Group employs 109 (106) full time and 22 (24) part time staff, excluding<br />

directors. Staff costs are shared with The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (“the Second <strong>Alliance</strong> <strong>Trust</strong>”). Included in staff costs is the sum of £13,000<br />

representing payments to Gavin Suggett, a former director, in respect of salary from the period when he retired as a director.<br />

The management and administration expenses of the Company amounted to £4,301,000 (£3,726,000 or £3,398,000 before the additional pension<br />

contribution) representing 0.29% (0.31% or 0.28% before the additional pension contribution) of the year end attributable net asset value of<br />

£1,472,423,000 (£1,202,061,000). The cost of insured benefits for staff including executive directors is included in other expenses.<br />

3 Interest payable £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

On deposits and overdrafts repayable within 5 years<br />

not by instalments 1,078 1,046 2 10<br />

On debentures repayable wholly or partly in more than 5 years 74 74 74 74<br />

1,152 1,120 76 84<br />

4 Taxation £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

UK corporation tax at 30% 4,216 4,225 3,780 3,727<br />

Overseas taxation 1,743 1,620 1,743 1,620<br />

Deferred taxation (3) (6) (1) (5)<br />

Recovery of French company tax (Avoir Fiscal) (110) (115) (110) (115)<br />

5,846 5,724 5,412 5,227<br />

Relief for overseas taxation (1,743) (1,620) (1,743) (1,620)<br />

4,103 4,104 3,669 3,607<br />

Reconciliation of Tax Charge £000<br />

Return on ordinary activities before taxation 42,601 40,184 41,765 39,805<br />

Items not subject to corporation tax - franked investment income (28,520) (26,044) (29,157) (27,319)<br />

- scrip dividends – (74) – (74)<br />

14,081 14,066 12,608 12,412<br />

UK corporation tax payable at 30% 4,225 4,219 3,783 3,724<br />

Adjustments arising on the difference between taxation<br />

and accounting treatment of income and expenses (9) (10) (3) 3<br />

Prior year adjustment – 16 – -<br />

Corporation tax charge for the year 4,216 4,225 3,780 3,727


47<br />

5 Called up share capital and dividends £000<br />

The authorised share capital of the Company, which has all been<br />

allotted and fully paid, is divided into four classes of preference<br />

stock and one class of ordinary stock. The capital is shown below,<br />

together with the respective dividends<br />

Total Total<br />

Capital Capital Dividends Dividends<br />

2004 2003 2004 2003<br />

Non-equity stock<br />

Preference stocks<br />

4 1 / 4 % cumulative preference stock 700 700 30 30<br />

4% cumulative preference stock 650 650 26 26<br />

5% cumulative preference stock 750 750 37 37<br />

4% ‘A’ cumulative preference stock 100 100 4 4<br />

2,200 2,200 97 97<br />

Equity stock units<br />

Ordinary stock<br />

50,400,000 units of 25p each 12,600 12,600<br />

Interim dividend paid of 35.0p (29.0p) per stock unit 17,640 14,616<br />

Proposed final dividend of 35.5p (40.5p) per stock unit 17,892 20,412<br />

Total dividend 70.5p (69.5p) per stock unit 35,532 35,028<br />

14,800 14,800<br />

Provision has been made in these financial statements for the payment of the final dividend on the ordinary stock and the dividends on the<br />

Company’s preference stocks.<br />

6 Return and net asset value per ordinary<br />

stock unit £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Earnings 38,141 35,694 37,999 36,101<br />

Capital 267,753 (468,724) 267,895 (469,131)<br />

Total return 305,894 (433,030) 305,894 (433,030)<br />

Equity stockholders’ funds 1,472,423 1,202,061 1,472,423 1,202,061<br />

The return per ordinary stock unit is arrived at by dividing the total return by 50,400,000 (the total number of stock units in issue).<br />

The net asset value per ordinary stock unit is arrived at by dividing the equity stockholders’ funds by the same figure.<br />

7 Fixed assets £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Office Premises Freehold/Heritable Property<br />

Opening valuation 650 650 650 650<br />

Surplus on revaluation 50 – 50 –<br />

700 650 700 650<br />

J & E Shepherd, Chartered Surveyors, valued the office premises at 31 January 2004, at £700,000 on the basis of existing use value and at<br />

£450,000 on the basis of market value. Both valuations were in accordance with RICS Appraisal and Valuation Standards. The historic cost of the<br />

office premises is £292,000. Existing use value assumes that demand existed for the premises for continuation of office use. However, at the date<br />

of valuation, J & E Shepherd were of the opinion that such demand did not exist. As such, the market value was materially different.<br />

Investments<br />

Investments listed on a recognised investment exchange 1,463,070 1,153,104 1,443,700 1,131,256<br />

Unlisted investments 3,073 2,308 3,073 2,308<br />

Subsidiary companies (note 8) – – 28,645 28,725<br />

1,466,143 1,155,412 1,475,418 1,162,289


48<br />

Notes to the Financial Statements<br />

7 Fixed assets continued £000<br />

Group<br />

Company<br />

investments investments subsidiary total<br />

Opening book cost as at 1 February 2003 1,005,087 983,589 12,900 996,489<br />

Opening unrealised appreciation 150,325 149,975 15,825 165,800<br />

Opening valuation 1,155,412 1,133,564 28,725 1,162,289<br />

Movements in the year<br />

Bond premium amortisation (593) (8) - (8)<br />

Purchases at cost* 177,132 172,580 - 172,580<br />

Sales – proceeds* (131,011) (124,861) - (124,861)<br />

– realised losses on sales (2,915) (2,915) - (2,915)<br />

Increase(decrease) in unrealised appreciation 268,118 268,413 (80) 268,333<br />

Closing valuation 1,466,143 1,446,773 28,645 1,475,418<br />

Closing book cost 1,047,699 1,028,385 12,900 1,041,285<br />

Closing unrealised appreciation 418,444 418,388 15,745 434,133<br />

Closing valuation as at 31 January 2004 1,466,143 1,446,773 28,645 1,475,418<br />

* In accordance with Statement of Recommended Practice “Financial Statements of Investment <strong>Trust</strong> Companies”, expenses incidental to the<br />

purchase or sale of investments are included within the purchase cost or deducted from the sale proceeds. These expenses include commission<br />

costs of £872,000 (£780,000).<br />

A geographical analysis of the investment portfolio by broad industrial or commercial sector is given on page 25. A list of the twenty largest<br />

investments in the portfolio is given on page 13.<br />

8 Subsidiary companies<br />

The following subsidiary companies, whose results are consolidated in the Group accounts, are incorporated in Scotland<br />

and operate in the United Kingdom.<br />

Name Shares held Principal Activity<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings Limited (“ATS”) Ordinary Deposit taking, provision and administration<br />

of savings and pension products<br />

<strong>Alliance</strong> <strong>Trust</strong> (Finance) Limited (“ATF”) Ordinary Leasing administration (as agent)<br />

<strong>Alliance</strong> <strong>Trust</strong> Leasing Limited (“ATL”) Ordinary Leasing administration (as principal and agent)<br />

The Company owns 75% of ATS and ATF with the remaining 25% of each owned by the Second <strong>Alliance</strong> <strong>Trust</strong>. ATF owns<br />

100% of ATL. The investment in subsidiary companies is valued in the Company’s accounts at £28,645,000<br />

(£28,725,000) being the net asset value of the Company’s equity interests taking into account Government securities<br />

at market value.<br />

A summarised statement of the balance sheets of the subsidiaries is shown below. The reports and accounts of all<br />

subsidiary companies are delivered to the Registrar of Companies in Edinburgh.<br />

Summarised balance sheets £000<br />

ATS ATS ATF Group ATF Group<br />

2004 2003 2004 2003<br />

Government securities 13,595 13,573 5,720 7,926<br />

Money at call and short notice 76,926 65,715 2,577 699<br />

Loans to parent companies - – 16,000 16,000<br />

Debtors less creditors - 253 - 61<br />

90,521 79,541 24,297 24,686<br />

Financed by:<br />

Amounts due to depositors 74,346 66,277 - –<br />

Creditors less debtors 2,167 – 166 –<br />

76,513 66,277 166 –<br />

Shareholder funds 14,008 13,264 24,131 24,686<br />

90,521 79,541 24,297 24,686


49<br />

9 Debtors £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Sales for subsequent settlement 4,989 1,935 4,989 1,935<br />

Loan to The Second <strong>Alliance</strong> <strong>Trust</strong> PLC (Note 17) 4,000 4,000 - -<br />

Taxation recoverable 231 433 231 433<br />

Deferred taxation 51 48 19 18<br />

Prepayments and accrued income 3,010 3,073 1,832 2,170<br />

Other debtors 1,252 606 14 14<br />

13,533 10,095 7,085 4,570<br />

10 Creditors: amounts falling due within<br />

one year £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Amounts due to depositors 71,763 65,579 - -<br />

Purchase for subsequent settlement 1,320 2,255 1,320 2,255<br />

UK corporation tax payable 1,223 1,146 935 960<br />

Loan from ATF (Note 17) - - 12,000 12,000<br />

Proposed dividends 17,941 20,461 17,941 20,461<br />

Amount due to subsidiary company - - - 53<br />

Other creditors 5,138 1,316 675 281<br />

97,385 90,757 32,871 36,010<br />

11 Reserves £000<br />

Group reserves<br />

Company reserves<br />

capital capital capital capital<br />

realised unrealised revenue realised unrealised revenue<br />

Beginning of year 995,784 150,597 43,080 994,485 166,159 28,817<br />

Exchange differences 2,427 - - 2,427 - -<br />

Net loss on realisation of investments (2,915) - - (2,915) - -<br />

Increase in unrealised appreciation - 268,118 - - 268,333 -<br />

Surplus on revaluation of office premises - 50 - - 50 –<br />

Minority interest - 73 - - - -<br />

Retained net revenue for the year - - 2,609 - - 2,467<br />

End of year 995,296 418,838 45,689 993,997 434,542 31,284<br />

12 Reconciliation of movements in<br />

stockholders’ funds £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Opening equity stockholders’ funds 1,202,061 1,670,119 1,202,061 1,670,119<br />

Total recognised gains and losses after dividend 270,362 (468,058) 270,362 (468,058)<br />

Closing equity stockholders’ funds 1,472,423 1,202,061 1,472,423 1,202,061<br />

Non-equity stockholders’ funds 2,200 2,200 2,200 2,200<br />

There was no movement in non-equity stockholders’ funds during the year.<br />

13 Reconciliation of net revenue before<br />

interest and tax to net cash inflow<br />

from operating activities £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Net revenue before interest payable and taxation 43,753 41,304 41,841 39,889<br />

Dividend from subsidiary company - - (638) (1,275)<br />

Scrip dividends - (74) - (74)<br />

Amortisation – non-cash adjustment 593 539 8 –<br />

Decrease in accrued income 63 720 338 338<br />

Increase(decrease) in other creditors 3,822 (2,592) 341 14<br />

(Increase)decrease in other debtors (646) 365 - (4)<br />

Increase in amounts due to depositors 6,184 11,315 - –<br />

Net cash inflow from operating activities 53,769 51,577 41,890 38,888


50<br />

Notes to the Financial Statements<br />

14 Reconciliation of net cash flow to<br />

movement in net funds £000<br />

Group Group Company Company<br />

2004 2003 2004 2003<br />

Decrease in cash in the year (1,562) (800) (43) (1,891)<br />

Cash uplifted from short-term deposits (38,120) (845) (50,855) (6,491)<br />

Foreign exchange gains 2,427 235 2,427 235<br />

Movement in net funds in year (37,255) (1,410) (48,471) (8,147)<br />

Net funds at start of year 138,435 139,845 60,762 68,909<br />

Net funds at end of year (Note 15) 101,180 138,435 12,291 60,762<br />

15 Analysis of change in net funds £000<br />

Exchange<br />

2003 Cash flow gains 2004<br />

Group Cash at bank and in hand 3,169 (1,562) - 1,607<br />

Bank deposits 136,914 (38,120) 2,427 101,221<br />

Debenture stock (1,648) - - (1,648)<br />

138,435 (39,682) 2,427 101,180<br />

Company Cash at bank and in hand 503 (43) - 460<br />

Bank deposits 73,907 (50,855) 2,427 25,479<br />

Debenture stock (1,648) - - (1,648)<br />

Loan from ATF (12,000) - - (12,000)<br />

60,762 (50,898) 2,427 12,291<br />

16 Derivatives and other financial instruments<br />

The directors’ report details the Company’s approach to investment risk management on page 34 and the accounting<br />

policies on page 41 explain the basis on which currencies and investments are valued for accounting purposes.<br />

No derivatives were used and no significant short-term borrowings were drawn down during the year to 31 January 2004.<br />

The Company had in issue throughout the year £3,848,000 (£3,848,000) of fixed rate debenture stock and preference<br />

stocks which have no fixed maturity or redemption dates. Their market value at 31 January 2004 was £2,925,000<br />

(£3,167,000), a discount to book value of the equivalent of 1.8p (1.4p) per ordinary stock unit.<br />

17 Related parties<br />

The affairs of the Group are managed in conjunction with those of the Second <strong>Alliance</strong> <strong>Trust</strong> and its subsidiary company<br />

Second <strong>Alliance</strong> Leasing (“SAL”). Although the parent companies are not controlled by common stockholders, the<br />

composition of the Board of each company is currently the same and for the purposes of Financial <strong>Report</strong>ing Standard 8<br />

the companies are regarded as related parties, requiring disclosure of material, mutual transactions.<br />

The Groups operate from the same office in Dundee, employ staff jointly and share the cost of common services. The basis<br />

of allocation is 75% for the Company and 25% for the Second <strong>Alliance</strong> <strong>Trust</strong> after allowing for a contribution from ATS and<br />

reflects the respective sizes of the companies. During the year to 31 January 2004 the Second <strong>Alliance</strong> <strong>Trust</strong> paid a<br />

contribution of £757,000 (£744,000).<br />

The minority interest shareholding in ATS and ATF is held by the Second <strong>Alliance</strong> <strong>Trust</strong>. ATF has advanced interest free<br />

loans of £12,000,000 (£12,000,000) and £4,000,000 (£4,000,000) to the Company and to the Second <strong>Alliance</strong> <strong>Trust</strong>,<br />

respectively. The terms of these loans have been extended and they are repayable in September 2004, or earlier by mutual<br />

agreement, at three months’ notice.<br />

SAL has a deposit facility with ATS, the balance at 31 January 2004 being £300,000 (£302,000) due to SAL.<br />

18 Financial commitments<br />

Financial commitments of the Company as at 31 January 2004, which have not been accrued, amounted to £5,166,611<br />

(£6,187,191) in respect of uncalled subscriptions in investments structured as limited liability partnerships.


51<br />

19 Pension Scheme<br />

The Group, in conjunction with the Second <strong>Alliance</strong> <strong>Trust</strong>, operates an insured defined benefit pension scheme (“the<br />

Scheme”) providing benefits based on final pensionable salary. The Scheme’s assets, which are invested to finance members’<br />

pensions on retirement, are held separately from the Group’s funds. The Scheme is administered externally on behalf of the<br />

<strong>Trust</strong>ees. Pension benefits of retired members have been secured by the purchase of annuities from insurance companies.<br />

The Scheme funding rate is determined, at intervals not exceeding 3 years, on the recommendation of a qualified<br />

independent actuary. The latest full actuarial valuation report was carried out as at 1 April 2003. The report was produced<br />

using the projected unit method of valuation. It showed assets valued on a discounted income basis at £10,899,000 and a<br />

surplus of £721,000 over present value liabilities at the report date.<br />

The principal assumptions used in this valuation were:<br />

• Rate of increase in salaries p.a. 5%<br />

• Rate of increase of pensions in payment p.a. 3%<br />

• Rate of increase of deferred pensions p.a. 3%<br />

• Rate of interest p.a. 7%<br />

• Rate of dividend growth p.a. 3.5%<br />

• Inflation assumption p.a. 3%<br />

Following the recommendation of the actuary, the Group and the Second <strong>Alliance</strong> <strong>Trust</strong> have adopted a funding rate of 22.1% of<br />

pensionable salaries from 1 April 2004 (23.1% was paid in the previous triennium and an additional contribution of £641,000<br />

was made by the Group in the year to 31 January 2003). This contribution rate is due to be reviewed following the triennial<br />

valuation of the Scheme as at 1 April 2006 and excludes administration fees and insurance premiums for death-in-service<br />

benefits, which the companies pay separately and which total a further 2% (1.9%) of pensionable salaries. The total pension<br />

cost (including administration fees and the cost of insurance of death-in-service benefits) to the Group was £814,000<br />

(£1,373,000). The cost to the Company was £429,000 (£702,000).<br />

Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24<br />

‘Accounting for Pension Costs’, under Financial <strong>Report</strong>ing Standard 17 ‘Retirement Benefits’ (“FRS17”) the following<br />

transitional disclosures are required as at 31 January 2004 using the different measurement basis prescribed by the Standard.<br />

In order to meet these requirements, a separate valuation of the Scheme’s present assets and liabilities has been undertaken<br />

by the actuary as at 31 January 2004. The assumptions used by the actuary, which meet the requirements of FRS17, were:<br />

• Rate of increase in salaries p.a. 3.75%<br />

• Rate of increase of pensions in payment p.a. 2.75%<br />

• Rate of increase of deferred pensions p.a. 2.75%<br />

• Rate used to discount scheme liabilities p.a. 5.50%<br />

• Inflation assumption p.a. 2.75%<br />

On these assumptions, the fair value of the Scheme’s assets, and the value of the Scheme’s liabilities at 31 January 2004 were:<br />

£000<br />

Assets 13,046<br />

Liabilities 12,365<br />

Surplus 681<br />

The Scheme’s assets are not intended to be realised in the short-term and their value may be subject to significant change<br />

before they are realised. The liabilities are derived from cash flow projections over long periods and are also subject to<br />

uncertainty.<br />

At 31 January 2004, 53.4% of the assets of the Scheme were held in equities, 44.4% in bonds, 0.8% in property and 1.4% in<br />

current assets.<br />

For the purposes of these financial statements these figures are illustrative only and do not impact on the consolidated<br />

balance sheet at 31 January 2004.<br />

The assumed long-term rate of return over the following year is 5.25% for bonds, 7.0% for equities and property and 4.0% for<br />

other assets.<br />

Group<br />

The costs of the Scheme are shared by the Group and by the Second <strong>Alliance</strong> <strong>Trust</strong> based on the allocation of employees’<br />

costs and it is assumed any deficit would also be shared on a similar basis.<br />

Company<br />

Within the Group, the costs of the Scheme are shared on the basis of the work done by individual members of staff on a day<br />

to day basis. The Company pays a proportion of the employers’ total contribution, based on the Company’s share of staff<br />

cost allocation for the year. The Scheme assets are not identified to individuals or to the time periods in respect of which<br />

the original contributions were made. Scheme liabilities are identifiable but not to individual participating employers.<br />

Consequently, in the terms required by FRS17, the Company is unable to identify its share of the underlying assets and<br />

liabilities in the scheme. Accordingly, the Company accounts for its participation in the Scheme as if the Scheme were a<br />

defined contribution scheme.


52<br />

Information for Stockholders<br />

Incorporation<br />

General Enquiries<br />

Information<br />

Confidentiality<br />

Data Protection<br />

Electronic Communications<br />

Taxation<br />

Risks<br />

Table of Indices<br />

Key Dates<br />

Savings Plans<br />

Incorporation<br />

The <strong>Alliance</strong> <strong>Trust</strong> PLC is incorporated in Scotland with<br />

the registered number 1731.<br />

General Enquiries<br />

If you have an enquiry about the Company please contact the<br />

Company Secretary at our registered office:<br />

Meadow House, 64 Reform Street, Dundee DD1 1TJ<br />

tel: 01382 201700 fax: 01382 225133<br />

email: contact@alliancetrusts.com<br />

For security and compliance monitoring purposes telephone<br />

calls may be recorded.<br />

Change of address notifications and registration enquiries for<br />

stockholdings registered in your own name should be sent to<br />

the Company’s registrars, who should also be contacted if you<br />

would like dividends on stock registered in your own name to be<br />

sent to your bank or building society account. Our registrars are:<br />

Computershare Investor Services plc<br />

Lochside House, 7 Lochside Avenue, Edinburgh Park<br />

Edinburgh EH12 9DJ<br />

tel: 0870 702 0000 fax: 0870 703 6009<br />

You may check your holdings and view other information about<br />

<strong>Alliance</strong> <strong>Trust</strong> stock registered in your own name at<br />

www.computershare.com.<br />

Information<br />

Our website www.alliancetrusts.com contains information about<br />

the Company, including daily price, net asset value and discount<br />

information. The Corporate Governance section of the website<br />

contains the terms of reference of the Audit, Remuneration and<br />

Nomination Committees. These are also available, on request,<br />

from the Company Secretary from whom the terms of<br />

appointment of the non-executive directors are also available.<br />

Confidentiality<br />

We are unable to prevent other parties using the Company’s<br />

register for marketing or other purposes. If you wish to limit<br />

unsolicited mail, you may contact the Mailing Preference<br />

Service at FREEPOST 22, London W16 7E2.


53<br />

Data Protection<br />

The Company is a data controller as defined under the Data<br />

Protection Act 1998. Information received from or about<br />

stockholders or investors (for example from a stockbroker),<br />

whether by telephone or in writing, by fax or by any other<br />

electronic or digital means of communication may be processed.<br />

Information held on the Company’s Register of Members is, by<br />

law, public information and the Company cannot prevent any<br />

person inspecting it or having copies of it, on payment of the<br />

statutory fee.<br />

Electronic Communications<br />

If you hold your stock in your own name we are able to send<br />

you annual reports and notices of meetings electronically instead<br />

of in paper format. If you wish to register for this service<br />

please log on to www.alliancetrusts.com/ec.htm<br />

Taxation<br />

If you are any doubt about your liability to tax arising from a<br />

stockholding in the Company, you should seek professional<br />

advice.<br />

Income Tax<br />

Dividends paid by the Company carry a tax credit at 10% of the<br />

gross dividend. Dividends are paid net of the tax credit.<br />

If you hold your stock in your own name, the tax voucher which<br />

you need for your tax records will be sent to the address we<br />

have for you on the register maintained by Computershare.<br />

If your dividends are received by a nominee, such as your<br />

stockbroker’s nominee, you must contact that person for the tax<br />

voucher. <strong>Alliance</strong> <strong>Trust</strong> Savings will automatically supply you<br />

with a consolidated income tax voucher for income received for<br />

you in the Select Investment Plan.<br />

Capital Gains Tax<br />

For investors who purchased their stock prior to 31 March 1982,<br />

the cost of the stock for capital gains tax purposes may be<br />

based on the price of the stock on that date, being £2.85 per<br />

ordinary stock unit.<br />

Risks<br />

On page 3 we provide information on how we manage the risks<br />

in the portfolio. If you hold stock in the Company, you should<br />

take professional advice as to whether an investment in our<br />

stock is suitable for you. You should be aware that:<br />

• Investment should be made for the long term.<br />

• The price of stock will be affected by supply and demand for<br />

it on the London Stock Exchange and may not fully<br />

represent the underlying value of the assets of the<br />

Company. The price generally stands below the net asset<br />

value of the <strong>Trust</strong> (“at a discount”) but it may also stand<br />

above it (“at a premium”). Your capital return will depend<br />

upon the movement of the discount/premium over the<br />

period you own the stock, as well as the capital<br />

performance of the Company’s own assets.<br />

• The assets owned by the Company may have exposure to<br />

currencies other than Sterling. Changes in market<br />

movements and in rates of exchange may cause the value of<br />

your investment to go up or down.<br />

• Past performance is not necessarily a guide to the future.<br />

What you get back will depend on investment performance.<br />

You may not get back the amount you invest.<br />

Table of Indices<br />

(to 31 January 2004)<br />

1 year 10 years 10 years<br />

absolute absolute compound<br />

FTSE All-Share Index 27.0% 25.3% 2.3%<br />

FTSE World Index 30.1% 59.9% 4.8%<br />

MSCI World Index 29.6% 59.9% 4.8%<br />

FTSE World ex UK (£) 24.3% 36.5% 3.2%<br />

US Standard and Poor’s<br />

500 Index (£) 19.4% 93.4% 6.8%<br />

NASDAQ Composite 56.4% 158.1% 9.9%<br />

Wilshire 5000 Total<br />

Market Index 35.7% 129.9% 8.7%<br />

FTSE World Europe ex UK (£) 33.3% 64.9% 5.1%<br />

FTSE Asia Pacific ex Japan (£) 29.7% (31.3%) (3.7%)<br />

Tokyo Topix Index (£) 30.5% (45.4%) (5.9%)<br />

UK Investment Property<br />

Databank 4.1% 30.8% 2.7%<br />

Retail Price Index 2.6% 29.6% 2.6%<br />

Consumer Price Index 1.4% 17.8% 1.6%<br />

Source: Thomson Financial Datastream


54<br />

Information for Stockholders<br />

Key Dates<br />

Annual General Meeting<br />

The 116th Annual General Meeting of the Company will be held at 11.30am on Friday 30 April 2004 at the Invercarse Hotel,<br />

Perth Road, Dundee. The meeting will include a presentation by the Chief Executive, Alan Harden. The notice of the meeting<br />

is sent separately to stockholders.<br />

Financial Calendar<br />

Date<br />

Final Dividend and AGM for the year to 31 January 2004<br />

Ex-dividend date 14 April 2004<br />

Annual General Meeting 30 April 2004<br />

Final dividend payment date 10 May 2004<br />

Interim Dividend for the year to 31 January 2005<br />

Proposed announcement date 23 August 2004<br />

Proposed ex-dividend date 15 September 2004<br />

Proposed payment date 1 October 2004<br />

Investor Events Date Location<br />

Investor Seminar Wednesday 23 and Cranfield School of Management,<br />

Thursday 24 June Cranfield, Bedfordshire<br />

Investor Seminar Wednesday 29 September The Haynes Conference Centre,<br />

Sparkford, Near Yeovil, Somerset<br />

If you would like to attend an Investor Seminar, please contact us on 01382 306006 or<br />

email contact@alliancetrusts.com. Places are available on a first come first served basis.<br />

Information about events after September 2004 will be posted on www.alliancetrusts.com


55<br />

Savings Plans provided by<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings (“ATS”) provides and administers the<br />

Select Range of savings plans.<br />

The main features of the plans are:<br />

• Self-select investment choice in securities listed on the<br />

London Stock Exchange, including the <strong>Alliance</strong> <strong>Trust</strong>.<br />

Investment in a range of corporate bonds, gilts, open ended<br />

investment company funds and exchange traded funds is<br />

also available. Cash may also be kept on deposit with ATS<br />

which is a bank.<br />

• No advice is given by ATS. Customers make their own<br />

investment decisions within the terms of the contract with<br />

ATS (full details of which are in the Key Features and<br />

Handbooks for each Plan, available from ATS).<br />

• Charges are levied by ATS on a transaction basis, not on the<br />

value of the assets held by ATS for each customer.<br />

Select Pension<br />

The Select Pension, which is a self-invested personal pension<br />

(“SIPP”), is designed to accommodate the need of many<br />

individuals for a pension capable of travelling with them<br />

throughout life. The SIPP structure gives each individual<br />

pension member control of and direct entitlement to his or her<br />

own pension assets. The flexibility of the Select Pension means<br />

that, as time passes and pension assets grow, investments can<br />

be changed without moving providers.<br />

Select PEP<br />

Subscriptions cannot now be made to PEPs, but PEPs can be<br />

retained and managed. The Select PEP gives an opportunity for<br />

maximum efficiency at low cost, as PEPs with other managers<br />

can be transferred in and the PEP portfolio rationalised. Unlike<br />

many other providers, ATS has no PEP transfer-in charge<br />

(dealing charges after transfer still apply).<br />

Select ISA<br />

The Select ISA, as well as accepting transfers, is available for<br />

subscriptions up to the annual limit (£7,000 in 2003/04 and<br />

2004/05). Stocks and shares and cash components are available<br />

on a maxi or mini basis with the cash component also available<br />

on a TESSA-only basis. Tax-free interest is payable in the cash<br />

component and the full Select choice of securities is available<br />

in the stocks and shares component. As with the PEP, there is<br />

no transfer-in charge (dealing charges after transfer still apply).<br />

Select Investment Plan<br />

The Select Investment Plan is a general purpose, flexible, savings<br />

vehicle with no tax advantages and, consequently, no maximum<br />

subscription restriction. Subscriptions can be made by regular<br />

direct debits to reduce investment timing risk and to benefit<br />

from pound cost averaging. The transaction based charging<br />

structure works particularly efficiently where very large amounts<br />

are subscribed or transferred in. Whole investment portfolios may<br />

be transferred to ATS for long term custody and administration.<br />

Investing for Children<br />

Both the Select Pension and the Select Investment Plan may be<br />

used as a means of investing for children. The flexibility of each<br />

plan means that an investment may be made in the stock of the<br />

<strong>Alliance</strong> <strong>Trust</strong> only, or a portfolio may be built up for a child<br />

chosen from the full range of investments in the Select choice.<br />

How to get more information<br />

Information on the Select plans may be obtained from:<br />

<strong>Alliance</strong> <strong>Trust</strong> Savings Limited<br />

Meadow House, 64 Reform Street, Dundee DD1 9YP<br />

tel: 01382 306006 • fax: 01382 202250<br />

email: contact@alliancetrusts.com<br />

For security and compliance monitoring purposes telephone<br />

calls may be recorded.<br />

Risk Warning<br />

ATS is authorised and regulated by the Financial Services<br />

Authority. Plans are provided on a direct offer transaction basis<br />

and marketed only in the United Kingdom to UK investors. No<br />

advice is given by ATS.<br />

Most charges are transaction based and may be high or low<br />

depending on how you manage the investments in your plan.<br />

The value of investments and any income from them may go<br />

down as well as up and you may not get back the amount you<br />

put in. Past performance is no guide to future returns. Taxation<br />

levels, bases and reliefs are subject to change and may depend<br />

on individual circumstances.<br />

The information on this page is issued and approved by <strong>Alliance</strong> <strong>Trust</strong> Savings Limited, PO Box 164, Meadow House, 64 Reform Street, Dundee DD1 9YP


Cover photograph: a view of the City of Dundee from the southern banks of the River Tay<br />

Printed by Pillans and Waddies, Edinburgh 75417

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